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BNP Paribas — Capital/Financing Update 2017
Jun 23, 2017
1158_rns_2017-06-23_1f498591-a625-48f2-a9d4-47743a8ce623.pdf
Capital/Financing Update
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Final Terms dated 23 June 2017
BNP PARIBAS
(incorporated in France)
(the Issuer)
Issue of EUR 750,000,000 1.00 per cent. Senior Non Preferred Notes due 27 June 2024
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 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016 and the Supplements to the Base Prospectus dated 8 February 2017, 27 March 2017 and 5 May 2017, 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 on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus are also available on the AMF website (www.amf-france.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: | 18264 | |
| (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: | 99.450 per cent. of the Aggregate Nominal Amount | ||
| 6. | Minimum Trading Size: | Not applicable | ||
| 7. | (i) | Specified Denomination: | €100,000 and integral multiples of $€1,000$ in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000. |
|
| (ii) | Calculation Amount: | EUR 1,000 | ||
| 8. | (i) | Issue Date and Interest Commencement Date: |
27 June 2017 | |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not applicable | ||
| 9. | Maturity Date: | 27 June 2024 | ||
| 10. | Form of Notes: | Bearer | ||
| 11. | Interest Basis: | 1.00 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 | |
| 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 next Interest Period End Date, up to the Maturity Date. |
|
| (ii) | Interest Period End Dates: | 27 June in each year from and including 27 June 2018 to and including the Maturity Date. |
|
| (iii) | Business Day Convention for Interest Period End Dates: |
Not applicable | |
| (iv) | Interest Payment Dates: | 27 June in each year from and including 27 June 2018 to and including the Maturity Date. |
|
| (v) | Business Day Convention for Interest Payment Dates: |
Following | |
| (vi) | responsible Party for the Rate calculating οf Interest Interest and Amounts (if not the Calculation Agent): |
Not applicable | |
| (vii) | Margins: | Not applicable | |
| (viii) | Minimum Interest Rate: | Not applicable | |
| (ix) | Maximum Interest Rate: | Not applicable | |
| (x) | Day Count Fraction: | Actual/Actual (ICMA) | |
| (xi) | Determination Dates: | 27 June 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: | 1.00 per cent. per annum payable annually in arrear on each Interest Payment Date |
|
| (ii) | Fixed Coupon Amounts: | EUR 10 per Calculation Amount | |
| (iii) | Broken Amounts: | Not applicable | |
| (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. | 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): |
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. | Amount: | Inflation Linked Redemption | 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 or Receipts to be attached to definitive Notes (and dates on which such Talons mature): |
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 and reconventioning provisions: |
Not applicable |
| 64. | Masse (Condition 12 of the Terms and Conditions of the French Law Notes): |
Not applicable |
| 65. | Governing law: | English law. Condition 2(a) is governed by French law. |
| 66. | Calculation Agent: | Not applicable |
| DISTRIBUTION | ||
| 67. | (i) syndicated, names If ot |
Lead Manager: |
| Managers (specifying Lead Manager): |
BNP Paribas UK Limited | |
| (EUR 490,200,000) | ||
| Joint Lead Managers: | ||
| Zentral- AG DZ BANK Deutsche Genossenschaftsbank, Frankfurt am Main |
||
| (EUR 114,867,000) | ||
| Landesbank Baden-Württemberg | ||
| (EUR 41,267,000) |
| Norddeutsche Landesbank - Girozentrale - | |||
|---|---|---|---|
| (EUR 68,733,000) | |||
| UniCredit Bank AG | |||
| (EUR 34,933,000) | |||
| (ii) | Stabilisation Manager (if $any)$ : |
BNP Paribas UK Limited | |
| (iii) | If non-syndicated, name of relevant Dealer: |
Not applicable | |
| U.S. Selling Restrictions: Non exempt Offer: |
Reg. S Compliance Category 2; TEFRA D | ||
| Not applicable | |||
| United States Tax Considerations | Not applicable | ||
RESPONSIBILITY
-
- 70.
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
$\overline{A}$ By:
Duly authorised
PART B - OTHER INFORMATION
$1.$ Listing and Admission to trading
$(i)$ Listing and admission to Application has been made by the Issuer (or on its trading: behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 27 June 2017.
EUR 10.700
Estimate of total expenses related to admission to trading:
$2.$ Ratings
$(ii)$
Ratings:
The Notes to be issued are expected to be rated Baa2 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 by DBRS Ratings Limited ("DBRS Limited").
Obligations rated Baa by Moody's are judged to be of medium-grade and subject to moderate credit risk and possess certain speculative as such may characteristics. The modifier 2 indicates mid-range ranking.
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.
Interests of Natural and Legal Persons Involved in the Issue $3.$
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.
per cent. per annum
$\overline{4}$ . Fixed Rate Notes only - Yield
| Indication of yield: | 1.082 |
|---|---|
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
- ISIN: XS1637277572 $(i)$
- Common Code: 163727757 $(ii)$
- Any clearing systems other Not applicable $(iii)$ than Euroclear and Clearstream, Luxembourg
approved by the Issuer and the Principal Paying Agent and the relevant identification numbers:
- $(iv)$ Delivery:
- Additional Paying Agents (if $(v)$ $any$ :
- Intended to be held in a $(vi)$ manner which would allow Eurosystem eligibility:
Delivery against payment
Not applicable
Not applicable
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.
$(vii)$ Name and address of Registration Agent:
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