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BNP Paribas — Capital/Financing Update 2018
Mar 16, 2018
1158_rns_2018-03-16_223c54d0-08b0-4644-8c4e-9d26338d6c08.pdf
Capital/Financing Update
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FINAL TERMS
Final Terms dated 15 March 2018
BNP PARIBAS
(incorporated in France)
(the Issuer)
Issue of EUR 750,000,000 1.250 per cent. Senior Non Preferred Notes due 19 March 2025 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 ("AMF") on 2 August 2017 and the Supplements to the Base Prospectus dated 6 November 2017 which received visa n°17-574 from the AMF on 6 November 2017, and dated 15 February 2018 which received visa n°18-042 from the AMF on 15 February 2018 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, these Final Terms 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.
| 1. | Issuer: | BNP Paribas | |
|---|---|---|---|
| 2. | (i) | Series Number: | 18682 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency: | EUR | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | EUR 750,000,000 | |
| (ii) | Tranche: | EUR 750,000,000 | |
| 5. | Issue Price of Tranche: | 99.535 per cent. of the Aggregate Nominal Amount | |
| 6. | Minimum Trading Size: | Not applicable | |
| 7. | (i) | Specified Denomination: | 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 (Applicable Notes in to definitive form): |
EUR 1,000 | |
| 8. | (i) | Issue Date and Interest Commencement Date: |
19 March 2018 |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not applicable. | |
| 9. | (i) | Maturity Date: | 19 March 2025 |
| (ii) | Business Day Convention for Maturity Date: |
Not applicable | |
| 10 1 | Form of Notes: | Bearer | |
| 11. | Interest Basis: | 1.250 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 19 March 2019. 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: | 19 March in each year from and including 19 March 2019 to and including the Maturity Date |
| (iii) | Business Day Convention for Interest Period End Dates: |
Not applicable |
| (iv) | Interest Payment Dates: | 19 March in each year from and including 19 March 2019 to and including the Maturity Date |
| (V) | Business Day Convention for Interest Payment Dates: |
Following |
| (vi) | Party responsible for the calculating of Rate Interest Interest and (if Amounts 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) |
| (x i ) | Determination Dates: | 19 March in each year |
| (xii) | Accrual to Redemption: | Applicable |
| (xiii) | Rate of Interest: | Fixed Rate |
| (xiv) | Coupon Rate: | Not applicable |
| 24. | Fixed Rate Provisions: | Applicable |
|---|---|---|
| (i) Fixed Rate of Interest: |
1.250 per cent. per annum payable annually in arrear on each Interest Payment Date |
|
| Fixed Coupon Amount: (ii) |
EUR 12.50 per Calculation Amount | |
| (iii) Broken Amount: |
Not applicable | |
| Resettable Notes: (iv) |
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. | Linked Commodity 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. | Interest Rate Linked Underlying Interest Provisions: |
Not applicable |
| 38. | 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 |
| PROVISIONS RELATING TO REDEMPTION | ||
| 39. | Final Redemption: | 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. | Linked Redemption Commodity Amount: |
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. | Provisions applicable to Physical Delivery: |
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 information of Holders: | Not applicable |
| 61. | for future Talons Coupons or Receipts to be attached to definitive 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 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: |
Not applicable |
| 63. | Details relating to Notes redeemable in instalments: amount of each instalment, date on which each |
Not applicable |
| payment is to be made: | |||
|---|---|---|---|
| 64. | Redenomination, and reconventioning provisions: |
renominalisation Not applicable | |
| 65. | Notes): | Masse (Condition 12 of the Terms and Conditions of the French Law |
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 645,000,000) | |||
| Joint Lead Manager: | |||
| Banca IMI S.p.A. | |||
| (EUR 37,500,000) | |||
| Senior Co-Lead Managers: | |||
| CIBC World Markets plc | |||
| KBC Bank NV | |||
| (EUR 22,500,000 each) | |||
| Co-Lead Managers: | |||
| Bank of Montreal, London Branch | |||
| DZ. BANK AG Deutsche Zentral- Genossenschaftsbank, Frankfurt am Main |
|||
| Mizuho International plc | |||
| (EUR 7,500,000 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 of Section 871(m) of the U.S. Internal Revenue Code of 1986. |
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By: ____________________________________
tordi
PART B - OTHER INFORMATION
$11$ Listing and Admission to trading
- $(i)$ Listing and admission to Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on trading: Euronext Paris with effect from 19 March 2018.
- $(ii)$ Estimate of total expenses EUR 10,700 including AMF fees related to admission to trading:
$2.$ 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.
- Yield
$(vi)$
Indication of yield:
1.320 per cent. per annum
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: XS1793252419
- $(ii)$ Common Code: 179325241
- $(iii)$ Any clearing system(s) other Not applicable than Euroclear and Clearstream. Luxembourg approved by the Issuer and the Principal Paying Agent the relevant and identification number(s):
$(iv)$ Delivery: Delivery against payment
- $(v)$ Additional Paying Agent(s) Not applicable $(if any):$
- Intended to be held in a No. Whilst the designation is specified as "no" at the manner which would allow date of these Final Terms, should the Eurosystem Eurosystem eligibility: 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.
- of Not applicable $(vii)$ Name and address Registration Agent: