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BNP Paribas — Capital/Financing Update 2019
May 20, 2019
1158_rns_2019-05-20_f4a3e92a-9c4e-4623-b07d-426d1c1f047a.pdf
Capital/Financing Update
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THE BASE PROSPECTUS EXPIRES ON 5 JUNE 2019 AND THE ISSUER INTENDS THAT THE BASE PROSPECTUS WILL BE IMMEDIATELY UPDATED THEREAFTER. THE UPDATED BASE PROSPECTUS WILL BE AVAILABLE ON THE AMF WEBSITE WWW.AMF-FRANCE.ORG AND HTTPS://RATES-GLOBALMARKETS.BNPPARIBAS.COM/GM/PUBLIC/LEGALDOCS.ASPX. FINAL TERMS FOR NOTES FINAL TERMS DATED 20 MAY 2019 Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas Issuance B.V.
(incorporated in The Netherlands) (as Issuer)
BNP Paribas
(incorporated in France) (as Guarantor)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 50,000,000 Athena Autocall Standard Notes linked to the Benelux 60 Equal Weight NR Decrement 5% Index due 26 July 2029
ISIN: FR0013413812
under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding
BNP Paribas Arbitrage S.N.C. (as Manager)
Any person making or intending to make an offer of the Notes may only do so:
- (i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 80 of Part A below, provided such person is a Manager or an 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 (ii) otherwise in circumstances in which no obligation arises for the Issuer, the Guarantor or any Manager
- 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.
None of the Issuer, the Guarantor or any Manager 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 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 sections entitled "Terms and Conditions of the Notes" and Annex 1 Additional Terms and Conditions for Payouts and Annex 2 Additional Terms and Conditions for Index Securities in the Base Prospectus dated 5 June 2018, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) (together, the "2018 Base Prospectus"), notwithstanding the publication and approval of any other Supplement to the Base Prospectus (each a "2018 Future Supplement") which may have been published and approved after the date of these Final Terms and before the end of the public offer period of the Securities to which these Final Terms relate and/or an updated Base Prospectus (and any Supplement(s) thereto (each a "2019 Future Supplement")), which will replace the 2018 Base Prospectus (the "2019 Base Prospectus") (the date of any such publication and approval, each a "Publication Date"), which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and (i) prior to any Publication Date, must be read in conjunction with the 2018 Base Prospectus or (ii) on and after any Publication Date, must be read in conjunction with the 2018 Base Prospectus, as supplemented, by any 2018 Future Supplement as at such date or, as applicable, the 2019 Base Prospectus, as supplemented by any 2019 Future Supplement as at such date, save in respect of the Conditions which are extracted from the 2018 Base Prospectus. The 2018 Base Prospectus, as supplemented constitutes, and the 2019 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Directive. Full information on BNP Paribas Issuance B.V. (the "Issuer"), BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and either (i) prior to the Publication Date, the 2018 Base Prospectus or (ii) on or after the Publication Date, the 2018 Base Prospectus, as supplemented by any Future Supplement as at such date or, as applicable, the 2019 Base Prospectus, as supplemented by any 2019 Future Supplement as at such date, save in respect of the Conditions which are extracted from the 2018 Base Prospectus, as the case may be. The Issuer has in the 2018 Base Prospectus given consent to the use of the 2018 Base Prospectus in connection with the offer of the Securities. Such consent will be valid until the date that is twelve months following the date of the 2018 Base Prospectus. The Issuer will in the 2019 Base Prospectus give consent to the use of the 2019 Base Prospectus in connection with the offer of the Securities. A summary of the Securities (which comprises the Summary in the 2018 Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The 2018 Base Prospectus and any Supplement(s) to the 2018 Base Prospectus and these Final Terms are available, and the 2019 Base Prospectus will be available for viewing at 160 162 boulevard MacDonald, 75019, Paris, France and https://rates-globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and copies may be obtained free of charge at the specified offices of the Paying Agents. The 2018 Base Prospectus, these Final Terms and the Supplements to the 2018 Base Prospectus and the 2019 Base Prospectus will also be available on the AMF website www.amf-france.org.
| 1. | (i) | Issuer: | BNP Paribas Issuance B.V. | ||
|---|---|---|---|---|---|
| (ii) | Guarantor: | BNP Paribas | |||
| 2. | Trade Date: | 1 April 2019 | |||
| 3. | (i) | Series Number: | EI4662NX | ||
| (ii) | Tranche Number: | 1 | |||
| 4. | (i) | Specified Currency: | EUR as defined in the definition of "Relevant Currency" in Condition 13 (Definitions) |
||
| (ii) | Settlement Currency: | EUR as defined in the definition of "Relevant Currency" in Condition 13 (Definitions) |
|||
| (iii) | Specified Exchange Rate: | Not applicable | |||
| 5. | Aggregate Nominal Amount: | ||||
| (i) | Series: | EUR 50,000,000 | |||
| (ii) | Tranche: | EUR 50,000,000 | |||
| 6. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount of the applicable Tranche |
|||
| 7. | Minimum Trading Size: | EUR 1,000 | |||
| 8. | (i) | Specified Denominations: | EUR 1,000 | ||
| (ii) | Calculation Amount (Applicable to Notes in definitive form): |
EUR 1,000 | |||
| 9. | Issue Date: | 20 May 2019 | |||
| 10. | Maturity Date: | 26 July 2029 (the "Scheduled Maturity Date") |
|||
| Business Day Convention for Maturity Date: Following |
|||||
| 11. | Form of Notes: | Dematerialised Bearer form (au porteur) |
|||
| 12. | Interest Basis: | Non-interest bearing | |||
| 13. | Coupon Switch: | Not applicable | |||
| 14. | Redemption/Payment Basis: | Index Linked Redemption | |||
| Payout Switch: Not applicable | |||||
| Payout Switch Election: Not applicable | |||||
| 15. | Put/Call Options: | Not applicable | |||
| 16. | Exchange Rate: | Not applicable | |||
| 17. | Strike Date: | 19 July 2019 |
|||
| 18. | Strike Price: | Not applicable | |||
| 19. | Averaging: | Averaging does not apply to the Securities | |||
| 20. | Observation Dates: | Not applicable | |||
| 21. | Observation Period: | Not applicable | |||
| 22. | Illegality (Condition 10.1) and Force Majeure (Condition 10.2): |
Illegality: redemption in accordance with Condition 10.1(d) |
|||
| Force Majeure: redemption in accordance with |
| Condition 10.2(b) | |||||
|---|---|---|---|---|---|
| 23. | Additional Disruption Events and Optional |
(a) | Additional Disruption Events: Applicable | ||
| Additional Disruption Events: | (b) | Optional Additional Disruption Events: Applicable |
|||
| Administrator/Benchmark Event | |||||
| (c) | Redemption: | ||||
| Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: |
|||||
| Not applicable | |||||
| 24. | Knock-in Event: | Applicable | |||
| "less than" | |||||
| (i) SPS Knock-in Valuation: |
Applicable | ||||
| Where: | |||||
| Closing Level means in respect of the Underlying |
Closing Level means in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Security Condition 3 (Adjustments to an Index)
Knock-in Value means the Underlying Reference Value
Scheduled Trading Day means a Scheduled Trading Day (Single Index Basis)
Scheduled Trading Day (Single Index Basis) has the meaning given to such term in Index Security Condition 1 (Definitions) Level in respect of such day
SPS Valuation Date means (i) the Knock-in Determination Day or (ii) the Strike Date, as applicable
Strike Price Closing Value: Applicable
Underlying Reference has the meaning given to such term in Payout Condition 2.12, as further specified in item 51.(i)
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing
Underlying Reference Strike Price means, the Underlying Reference Closing Price Value for such
Underlying Reference on the Strike Date Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Price
| an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Price |
|||
|---|---|---|---|
| (ii) | Level: | Not applicable | |
| (iii) | Knock-in Level/Knock-in Range Level: | 50.00 per cent. |
|
| (iv) | Knock-in Period Beginning Date: |
Not applicable | |
| (v) | Knock-in Period Beginning Date Day Convention: |
Not applicable | |
| (vi) | Knock-in Determination Period: | Not applicable | |
| (vii) | Knock-in Determination Day(s): | Redemption Valuation Date | |
| (viii) | Knock-in Period Ending Date: | Not applicable | |
| (ix) | Knock-in Period Ending Date Day Convention: |
Not applicable | |
| (x) | Knock-in Valuation Time: | Not applicable | |
| (xi) | Knock-in Observation Price Source: |
Not applicable | |
| (xii) | Disruption Consequences: | Applicable | |
| 25. | Knock-out Event: | Not applicable | |
| 26. | Tax Gross-up: | Condition 6.3 (No Gross-up) not applicable |
|
| 27. | Method of distribution: | Non-syndicated | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 28. | Interest: | Not applicable | |
| 29. | Fixed Rate Provisions: | Not applicable | |
| 5 | |||
| 30. | Floating Rate Provisions: | Not applicable | |||
|---|---|---|---|---|---|
| 31. | Screen Rate Determination: | Not applicable Not applicable |
|||
| 32. 33. |
ISDA Determination FBF Determination: |
Not applicable | |||
| 34. | Zero Coupon Provisions: | Not applicable | |||
| 35. | Index Linked Interest Provisions: | Not applicable | |||
| 36. | Share Linked/ETI Share Linked Interest Provisions: |
Not applicable | |||
| 37. | Inflation Linked Interest Provisions: | Not applicable | |||
| 38. | Commodity Linked Interest Provisions: | Not applicable | |||
| 39. | Fund Linked Interest Provisions: | Not applicable | |||
| 40. | ETI Linked Interest Provisions: | Not applicable | |||
| 41. | Foreign Exchange (FX) Rate Linked Interest Provisions: |
Not applicable | |||
| 42. | Underlying Interest Rate Linked Interest Provisions: |
Not applicable | |||
| 43. | Debt Linked Interest Provisions: | Not applicable | |||
| 44. | Additional Business Centre(s) (Condition 3.13): |
TARGET2 System |
|||
| PROVISIONS RELATING TO REDEMPTION | |||||
| 45. | Final Redemption Amount: | Final Payout | |||
| 46. | Final Payout: | Autocall Standard Securities, which is: | |||
| Calculation Amount multiplied by: | |||||
| (A) | if FR Barrier Value is greater than or equal to the Final Redemption Condition Level: |
||||
| 100% + FR Exit Rate; or | |||||
| (B) | if FR Barrier Value is less than the Final |
PROVISIONS RELATING TO REDEMPTION
| Provisions: | |||
|---|---|---|---|
| 42. | Underlying Interest Rate Linked Interest Provisions: |
Not applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| Calculation Amount multiplied by: | |||
| (A) | if FR Barrier Value is greater than or equal to the Final Redemption Condition Level: |
||
| 100% + FR Exit Rate; or | |||
| (B) | if FR Barrier Value is less than the Final Redemption Condition Level and no Knock in Event has occurred: |
||
| 100% + Coupon Airbag Percentage; or | |||
| (C) | if FR Barrier Value is less than the Final Redemption Condition Level and a Knock-in Event has occurred; |
||
| Min (100%, Final Redemption Value). | |||
Where:
Coupon Airbag Percentage: 0.00 per cent. Final Redemption Condition Level: 80.00 per cent.
Final Redemption Value means the Underlying Reference Value
FR Barrier Value means, in respect of a SPS FR Barrier Valuation Date, the Underlying Reference Value FR Exit Rate means the FR Rate FR Rate means 60.00 per cent. Redemption Valuation Date and (b) the Strike Date
SPS FR Barrier Valuation Date means the Redemption Valuation Date
SPS Redemption Valuation Date means the Redemption Valuation Date
SPS Valuation Date means (a) the SPS
| Strike Price Closing Value: Applicable |
|||
|---|---|---|---|
| Underlying Reference has the meaning given to such term in item 51.(i) |
|||
| Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day |
|||
| Underlying Reference Strike Price means, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date |
|||
| Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the Underlying Reference Strike Price |
|||
| 47. | Automatic Early Redemption: | Applicable | |
| (i) | Automatic Early Redemption Event: | Standard Automatic Early Redemption | |
| Automatic Early Redemption Event 1: | |||
| "greater than or equal to" | |||
| (ii) | Automatic Early Redemption Valuation Time: |
Not applicable | |
| (iii) | Automatic Early Redemption Payout: | SPS Automatic Early Redemption Payout, which is: | |
| NA x AER Redemption Percentage AER Exit Rate |
|||
| 7 |
| Where: | |||||||
|---|---|---|---|---|---|---|---|
| AER Exit | Rate in item 47.(viii) below |
has the meaning given to such term | |||||
| AER Redemption Percentage: | 106.00 per cent. |
||||||
| NA | means the Calculation Amount | ||||||
| (iv) | Automatic Early Redemption Date(s): | below | Early Redemption Date(n)" | The dates set out in the column headed "Automatic in the table in item 47.(vii) |
|||
| (v) | Automatic Early Redemption Level: | 100.00 | per cent. | ||||
| (vi) | Automatic Percentage: |
Early | Redemption | Not applicable | |||
| (vii) | AER Rate: | n x 1.50% | |||||
| Where: | |||||||
| n | Valuation Date(n) Redemption Date(n) "n" in the table below |
means the number specified in respect of a SPS or the related Automatic Early set out in the column headed |
|||||
| n | Automatic Early Redemption Valuation Daten |
Automatic Early Redemption Daten |
|||||
| 1 | 19 October 2020 | 26 October 2020 | |||||
| below | ||
|---|---|---|
| Not applicable | ||
| Where: | ||
| n | Valuation Date(n) Redemption Date(n) "n" in the table below |
means the number specified in respect of a SPS or the related Automatic Early set out in the column headed |
| n | Automatic Early Redemption Valuation Daten |
Automatic Early Redemption Daten |
| 1 | 19 October 2020 | 26 October 2020 |
| 2 | 19 January 2021 | 26 January 2021 |
| 3 | 19 April 2021 | 26 April 2021 |
| 4 | 19 July 2021 | 26 July 2021 |
| 5 | 19 October 2021 | 26 October 2021 |
| 6 | 19 January 2022 | 26 January 2022 |
| 7 | 19 April 2022 | 26 April 2022 |
| 8 | 19 July 2022 | 26 July 2022 |
| 9 | 19 October 2022 | 26 October 2022 |
| 10 | 19 January 2023 | 26 January 2023 |
| 11 | 19 April 2023 |
26 April 2023 |
| 12 | 19 July 2023 |
26 July 2023 |
| 13 | 19 October 2023 |
26 October 2023 |
| 14 | 19 January 2024 |
26 January 2024 |
| 15 | 19 April 2024 | 26 April 2024 |
| 16 | 19 July 2024 | 26 July 2024 |
| 17 | 21 October 2024 | 28 October 2024 |
| 27 January 2025 |
| 19 | 22 April 2025 | 28 April 2025 | |||
|---|---|---|---|---|---|
| 20 21 |
21 July 2025 20 October 2025 |
28 July 2025 27 October 2025 |
|||
| 22 | 19 January 2026 | 26 January 2026 | |||
| 23 | 20 April 2026 | 27 April 2026 | |||
| 24 | 20 July 2026 | 27 July 2026 | |||
| 25 | 19 October 2026 | 26 October 2026 | |||
| 26 | 19 January 2027 | 26 January 2027 | |||
| 27 | 19 April 2027 | 26 April 2027 | |||
| 28 | 19 July 2027 | 26 July 2027 | |||
| 29 | 19 October 2027 | 26 October 2027 | |||
| 30 | 19 January 2028 | 26 January 2028 | |||
| 31 | 19 April 2028 | 26 April 2028 | |||
| 32 | 19 July 2028 | 26 July 2028 | |||
| 33 | 19 October 2028 | 26 October 2028 | |||
| 34 | 19 January 2029 | 26 October 2028 | |||
| 35 | 19 April 2029 | 26 April 2029 | |||
| AER Exit Rate: | AER Rate | ||||
| Automatic Early Date(s)/Period(s): |
Redemption | Valuation | item 47.(vii) above | The dates set out in the column headed "Automatic Early Redemption Valuation Date(n)" in the table in |
|
| Automatic Early Redemption Valuation Date(s)/Period(s): |
The dates set out in the column headed "Automatic Early Redemption Valuation Date(n)" in the table in |
||
|---|---|---|---|
| item 47.(vii) above | |||
| Observation Price Source: | Index Sponsor | ||
| Underlying Reference Level: | Official close | ||
| Underlying Reference Level 2: | Not applicable | ||
| SPS AER Valuation: | Applicable: | ||
| SPS AER Value 1: Underlying Reference Value | |||
| Where: | |||
| Closing Level means in respect of the Underlying |
Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Security Condition 3 (Adjustments to an Index)
Scheduled Trading Day means a Scheduled Trading Day (Single Index Basis)
Scheduled Trading Day (Single Index Basis) has the meaning given to such term in Index Security Condition 1 (Definitions)
| 48. 49. |
AER Event 2 Basket: Issuer Call Option: Noteholder Put Option: |
Not applicable Not applicable Not applicable |
|
|---|---|---|---|
| 50. | AER Event 1 Basket: Aggregation: |
Not applicable Not appplicable |
|
| 51. | Index Linked Redemption Amount: Index/Basket of Indices: |
Applicable iSTOXX NR Reference" iSTOXX |
France Germany Benelux 60 Equal Weight Decrement 5% Index (the "Underlying or "Index") France Germany Benelux 60 Equal Weight NR Decrement 5% Index is not a Composite Index. |
| Index Currency: | EUR | ||
| Screen Page: | Bloomberg: ISX6EWND Index |
||
| Redemption Valuation Date: | 19 July 2029 | ||
| Exchange Business Day: | Single Index Basis | ||
| Scheduled Trading Day: | Single Index Basis | ||
| Exchange(s) and Index Sponsor: | (a) | the relevant Exchange is as set out in the Conditions; and |
|
| (b) | the relevant Index Sponsor is STOXX Ltd. |
| Weighting: Not applicable Valuation Time: As per Conditions Index Correction Period: As per Conditions Specified Maximum Days of Disruption: to three (3). Redemption on the Occurrence of an Index Adjustment Event: Adjustment Event: Not applicable Additional provisions applicable to Custom Not applicable Indices: Additional provisions applicable to Futures Not applicable Price Valuation: Share Linked/ ETI Share Linked Redemption Not applicable Amount: Inflation Linked Redemption Amount: Not applicable Commodity Linked Redemption Amount: Not applicable Fund Linked Redemption Amount: Not applicable Credit Security Provision: Not applicable ETI Linked Redemption Amount: Not applicable Foreign Exchange (FX) Rate Linked Not applicable Redemption Amount: Underlying Interest Rate Linked Redemption Not applicable Amount: |
Settlement Price: Official closing level Specified Maximum Days of Disruption will be equal Delayed Redemption on Occurrence of an Index |
60. 61. |
Debt Linked Redemption Amount: Early Redemption Amount: |
Not applicable Market Value less Costs |
|---|---|---|---|---|
| 59. | ||||
| 58. | ||||
| 57. | ||||
| 56. | ||||
| 55. | ||||
| 54. | ||||
| 53. | ||||
| 52. | ||||
| Related Exchange: | All Exchanges |
| New Global Note: | No | |
|---|---|---|
| 67. | Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): |
TARGET2 |
| 68. | Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): |
No |
| 69. | Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: |
Not applicable |
| 70. | Redomination, renominalisation and reconventioning provisions: |
Not applicable |
| 71. | Masse (Condition 12): | Full Masse shall apply |
| Name and address of the Representative: | ||
| Titulaire SELARL MCM AVOCAT |
||
| Avocat | ||
| Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 |
||
| Name and address of the alternate Representative: | ||
| Avocat Agissant pour la SELARL MCM AVOCAT |
||
| Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 |
||
| The representative will receive a remuneration of EUR350 per year. |
||
| 72. | Calculation Agent: | BNP Paribas Arbitrage S.N.C. |
| Calculation Agent address for the purpose of the Noteholder Account Information Notice: |
160 162 boulevard MacDonald, 75019, Paris, France |
|
| 73. | Principal Paying Agent: |
BNP Paribas Arbitrage S.N.C. |
| 12 |
| 74. | Governing law: | French law | |
|---|---|---|---|
| 75. | Identification information of Holders as provided by Condition 1 in relation to French Law Notes: |
Applicable | |
| DISTRIBUTION | |||
| 76. | If syndicated, names of Managers: | Not applicable | |
| 77. | Total commission and concession: | Not applicable | |
| 78. | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D | |
| 79. | Additional U.S. Federal income tax considerations : |
The Notes are not Specified Securities for purposes of Section 871(m) of the U.S. Internal Revenue Code of 1986. |
|
| 80. | Non exempt Offer: | Applicable | |
| Non-exempt Offer Jurisdictions: | France | ||
| Offer Period: | The period from and including 20 May 2019 to and including 13 July 2019 (the Offer End Date |
||
| Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: |
Not applicable | ||
| General Consent: | Applicable | ||
| Other Authorised Offeror Terms: | Not applicable | ||
| Prohibition of Sales to EEA retail Investors: | |||
| (a) Selling Restriction: |
Not applicable | ||
| (b) Legend: |
Not applicable | ||
| PROVISIONS RELATING TO COLLATERAL AND SECURITY | |||
| 81. | Secured Securities other than Nominal Value Repack Securities: |
Not applicable | |
| 82. | Nominal Value Repack Securities: | Not applicable | |
| RESPONSIBILITY | |||
| The Issuer accepts responsibility for the information contained in these Final Terms. | |||
| Signed on behalf of the Issuer: |
|||
| By: | |||
| 13 |
RESPONSIBILITY
Duly authorised
PART B OTHER INFORMATION
| PART B | OTHER INFORMATION | |||
|---|---|---|---|---|
| 1. | Listing and Admission to trading | |||
| (i) | Listing and admission to trading: |
Application has been made to list the Notes on the Official List of Euronext Paris and to admit the Notes for trading on the or around the Issue Date. |
||
| (ii) | Estimate of total expenses related to admission to trading: |
EUR 6,475 |
||
| 2. | Ratings | The Notes have not been rated. | ||
| 3. | Interests | of Natural and Legal Persons Involved in the Offer | ||
| "Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer." |
||||
| 4. | Reasons for the Offer, Estimated Net Proceeds and Total Expenses | |||
| (i) | Reasons for the offer: | |||
| (ii) | Estimated net proceeds: | EUR 50,000,000 | ||
| (iii) | Estimated total expenses: | See Part related to admission to trading) above |
B item 1.(ii) (Estimate of total expenses | |
| 5. | Performance of Rates of Index and Other Information concerning the Underlying | |||
| (i) | Index source | |||
| related to admission to trading) above |
|---|
(i) Index source
| "Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material |
|||
|---|---|---|---|
| related to admission to trading) above | |||
| Index source | |||
| Index | Website | Screen Page | |
| Benelux 60 Equal Weight NR Decrement 5% Index |
https://www.stoxx.com/index details?symbol=ISX6EWND |
Bloomberg: ISX6EWND Index |
|
| Index Disclaimer |
(ii) Index Disclaimer
The issue of the Securities is not sponsored, endorsed, sold, or promoted by any index to which the return on the Securities is linked (an "Index", including any successor index) or any index sponsor of an Index to which the return on the Securities is linked (an "Index Sponsor") and no Index Sponsor makes any representation whatsoever, whether express or implied, either as to the results to be obtained from the use of an Index and/or the levels at which an Index stands at any particular time on any particular date or otherwise. No Index or Index Sponsor shall be liable (whether in negligence or otherwise) to any person for any error in an Index and an Index Sponsor is under no obligation to advise any person of any error therein. No Index Sponsor is making any
representation whatsoever, whether express or implied, as to the advisability of purchasing or assuming any risk in connection with the Securities. Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over an Index or Index Sponsor or any control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index. available sources it believes reliable it will not independently verify this information. Accordingly,
(iii) General Disclaimer
Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of the Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor, nor their affiliates has any affiliation with or control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index. (iv) ISIN: FR0013413812 (v) Common Code: 198007323 (vi) Valoren: 43875736 (vii) Any clearing system(s) other than (viii) Delivery: Delivery against payment
6. Operational Information
| Although the Calculation Agent will obtain information concerning an Index from publicly no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index. |
||||
|---|---|---|---|---|
| Operational Information | ||||
| Euroclear and Clearstream, Luxembourg and Euroclear France approved by the Issuer and the Principal Paying Agent and the relevant identification number(s): |
Not applicable | |||
| (viii) | Delivery: | Delivery against payment | ||
| (ix) | Additional Paying Agent(s) (if any): | Not applicable | ||
| (x) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Economic Terms and Conditions, 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 |
-
No. Whilst the designation is specified as "no" at the date of these Economic Terms and Conditions, 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 safekeeper. 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
7. Public Offers
of application:
upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
Offer Price: The offer price of the Notes is 100.00 per cent Conditions to which the offer is subject: Offers of the Notes are subject to 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 modify the total nominal amount of the Notes to which investors can subscribe, curtail the offer of the Securities or withdraw the offer of the Securities and/or, if the Securities have not yet been issued, cancel the issuance of the Securities for any reason at any time on or prior to the Offer End Date (as defined below) and advise the Distributor accordingly. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right to withdraw the offer, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities. France at the offices of the relevant Authorised out in accordance with Authorised Offeror Prospective investors will not be required to enter into Details of the minimum and/or maximum amount
Description of the application process: Application to subscribe for the Notes can be made in Offeror. The distribution of the Notes will be carried procedures notified to investors by such Authorised Offeror. Maximum subscription amount per investor: 50,000 x
any contractual arrangements directly with the Issuer in relation to the subscription for the Notes.
The minimum amount of application is the Specified Denomination.
Specified Denomination
The maximum amount of application of Notes will be subject only to availability at the time of the application.
There are no pre-identified allotment criteria. The Authorised Offerors will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Authorised Offerors during the Offer Period will be assigned up to the maximum amount of the Offer.
| In the event that during the Offer Period the requests exceed the total amount of the offer destined to prospective investors the Issuer, in accordance with the Authorised Offerors, will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests. |
||
|---|---|---|
| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
In the event that the Base Prospectus is not updated on or before 4 June 2019, the offer of the Notes will be immediately curtailed and no further subscriptions accepted. In such circumstances, subject to a subsequent withdrawal of the offer of the Notes and/or cancellation of the issuance, applications made prior to such curtailment shall proceed and the Notes delivered as planned. |
|
| 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 Offeror 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: |
Publication on the following website: | |
| https://eqdpo.bnpparibas.com/FR0013413812 | ||
| on or around 19 July 2019 |
||
| 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: |
No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC may take place prior to the Issue Date. |
|
| 8. | Placing and Underwriting | |
| Name and address of the co-ordinator(s) of the global offer and of single parts of the offer: |
Not applicable | |
| Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent): |
Not applicable | |
| 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: |
No underwriting commitment is undertaken by the Authorised Offerors. |
|
| When the underwriting agreement has been or will be reached: |
Not applicable | |
9. EU Benchmark Regulation
statement on benchmarks: Applicable
EU Benchmarks Regulation: Article 29(2) Amounts payable under the Notes are calculated by reference to iSTOXX France Germany Benelux 60 Equal Weight NR Decrement 5% Index, which is provided by STOXX Ltd..
As at the date of these Final Terms, STOXX Ltd. is not included in the register of administrators and benchmarks established and maintained by the ESMA pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (th BMR
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 Securities, Issuer and Guarantor. 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 Securities, Issuer and Guarantor(s), 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
| E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of Securities, sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Securities, Issuer and Guarantor(s), 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. |
|
|---|---|
| Element Title |
|
| A.1 Warning that the This summary should be read as an introduction to the Base summary should be read Prospectus and the applicable Final Terms. In this summary, as an introduction and unless otherwise specified and except as used in the first provision as to claims paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V. and BP2F dated 5 June 2018 supplemented from time to time under the Note, Warrant and Certificate Programme of BNPP B.V., BNPP and BP2F. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V. and BP2F dated 5 June 2018 the Note, Warrant and Certificate Programme of BNPPB.V., BNPP and BP2F. Any decision to invest in any Securities should be based 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 or the Guarantor 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 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 |
as under on a Directive |
| Element Title Consent as to use the Consent: Subject to the conditions set out below, the Issuer consents to the use A.2 Base Prospectus, period of the Base Prospectus in connection with a Non-exempt Offer of Securities by of validity and other the Managers and each financial intermediary whose name is published on conditions attached BNPP's website (https://rates-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 in the Markets in Financial Instruments Directive (Directive 2014/65/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 EUR 50,000,000 Athena Autocall Standard Notes linked to the iSTOXX France Germany Benelux 60 Equal Weight NR Decrement 5% Index due 26 July 2029 Securities 20 May 2019 Final Terms 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 Securities in France 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 Offer period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities during the period from and including 20 May 2019 to and including 13 July 2019 (the "Offer Period"). Conditions to consent: The conditions to the Issuer's consent 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 Securities in France. AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES 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 |
|---|
| Section B- | Issuer and Guarantor | ||||
|---|---|---|---|---|---|
| Element | Title | ||||
| B.1 | Legal and commercial name of the Issuer |
BNP Paribas Issuance B.V. ("BNPP B.V." or the "Issuer"). | |||
| B.2 | Domicile/ legal form/ legislation/ country of incorporation |
595, 1017 CE | The Issuer was incorporated in the Netherlands as a private company with limited liability under Dutch law having its registered office at Herengracht Amsterdam, the Netherlands. |
||
| B.4b | Trend Information | BNPP B.V. is dependent upon BNPP. apply to BNPP B.V. |
subsidiary of BNPP specifically involved in the issuance of securities such as notes or other obligations which are developed, set other companies in the BNPP Group (including BNPP). The securities are hedged by acquiring hedging instruments and/or collateral from BNP Paribas and BNP Paribas entities as described in Element D.2 below. consequence, the Trend Information described with respect to BNPP shall also |
BNPP B.V. is a wholly owned up and sold to investors by As a |
|
| B.5 | Description of the Group |
BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is the ultimate holding company of a group of companies and manages financial operations for those subsidiary companies (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 Issuer 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 EUR | ||||
| 31/12/2017 (audited) |
31/12/2016 (audited) |
||||
| Revenues | 431.472 | 399,805 | |||
| Net income, Group share | 26,940 | 23,307 | |||
| Total balance sheet | 50,839,146,900 | 48,320,273,908 | |||
| Shareholders' equity (Group share) | 515,239 | 488,299 | |||
| Comparative Interim Financial Data for the six-month period ended 30 June 2018 | In EUR | ||||
| 30/06/2018 | 30/06/2017 | ||||
| (unaudited)1 | (unaudited)1 |
1
| Element | Title | |||
|---|---|---|---|---|
| Revenues | 193,729 | 180,264 | ||
| Net Income, Group Share | 12,238 | 11,053 | ||
| 30/06/2018 | 31/12/2017 | |||
| (unaudited)1 | (audited) | |||
| Total balance sheet | 57,943,563,453 | 50,839,146,900 | ||
| share) | 527,477 | 515,239 | ||
| Statements of no significant or material adverse change | ||||
| 31 December 2018 |
There has been no significant change in the financial or trading position of the BNPP Group since (being the end of the last financial period for which audited |
financial statements | ||
| have been published). There has been no material adverse change in the prospects of BNPP or the BNPP | ||||
| Group since 31 December 2018 statements have been published). |
(being the end of the last financial period for which audited financial | |||
| There has been no significant change in the financial or trading position of BNPP B.V | since 30 June | |||
| 2018 | and there has been no material adverse change in the prospects of BNPP B.V. | since 31 December | ||
| 2017. | ||||
| B.13 | Events impacting the Issuer's solvency |
Not applicable, as at 25 September 2018 | and to knowledge, there have not been any recent events which are to a material |
the best of the Issuer's |
| extent relevant to the evaluation of the Issuer's solvency since 30 June 2018. | ||||
| B.14 | Dependence upon other group entities |
See also Element B.5 above | The Issuer is dependent upon BNPP and other members of the BNPP Group. | |
| BNPP B.V. is dependent upon BNPP. | BNPP B.V. is a wholly owned | |||
| subsidiary of BNPP specifically involved in the issuance of securities such as | ||||
| notes, warrants or certificates or other obligations which are developed, setup and sold to investors by other companies in the BNPP Group (including |
||||
| collateral D.2 below. |
BNPP). The securities are hedged by acquiring hedging instruments and/or from BNP Paribas and BNP Paribas entities as described in Element |
|||
| B.15 | Principal activities | The principal activity of the Issuer is to issue and/or acquire financial instruments of any nature and to enter into related agreements for the account |
||
| of various entities within the BNPP Group. |
| Element | Title | |
|---|---|---|
| B.17 | Solicited credit | BNPP B.V.'s long term credit rating is A with a positive outlook (S&P Global |
| ratings | Ratings Europe Limited) and BNPP B.V.'s short term credit rating is A-1 | |
| (S&P Global Ratings Europe Limited).The Securities 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 by the assigning |
||
| rating agency. | ||
| B.18 | Description of the |
The Securities will be unconditionally and irrevocably guaranteed by BNP |
| Guarantee | Paribas ("BNPP" or the "Guarantor") pursuant to a French law garantie executed by BNPP on or around 5 June 2018 (the "Guarantee"). |
|
| In the event of a bail-in of BNPP but not BNPP B.V., the obligations and/or | ||
| amounts owed by BNPP under the guarantee shall be reduced to reflect any | ||
| such modification or reduction applied to liabilities of BNPP resulting from the application of a bail-in of BNPP by any relevant regulator (including in a |
||
| situation where the Guarantee itself is not the subject of such bail-in). | ||
| The obligations under the garantie are senior preferred obligations (within the |
||
| meaning of Article L.613-30-3-I | ||
| financier) and unsecured obligations of BNPP and will rank pari passu with |
||
| its other present and future senior preferred and unsecured obligations, subject to such exceptions as may from time to time be mandatory under French law. |
||
| B.19 | Information about the Guarantor |
|
| B.19/ B.1 | Legal and commercial | BNP Paribas |
| name of the Guarantor | ||
| B.19/ B.2 | Domicile/ legal form/ | The Guarantor was incorporated in France as a under French |
| legislation/ country of | law and licensed as a bank having its head office at 16, boulevard des Italiens | |
| incorporation | 75009 Paris, France. | |
| B.19/ B.4b | Trend information | Macroeconomic environment. |
| Macroeconomic and market conditions affect BNPP's results. The nature of |
||
| BNPP's business makes it particularly sensitive to macroeconomic and market conditions in Europe. |
| Element | Title | |
|---|---|---|
| In 2018, global growth remained healthy at around 3.7% (according to the IMF), reflecting a stabilised growth rate in advanced economies (+2.4% after +2.3% in 2017) and in emerging economies (+4.6% after +4.7% in 2017). Since the economy was at the peak of its cycle in large developed countries, central banks continued to tighten accommodating monetary policy or planned to taper it. With inflation levels still moderate, however, central banks were able to manage this transition gradually, thereby limiting the risks of a marked downturn in economic activity. Thus, the IMF expects the global growth rate experienced over the last two years to continue in 2019 (+3.5%) despite the slight slowdown expected in advanced economies. |
||
| In this context, the following two risks categories can be identified: | ||
| Risk of financial instability due to the conduct of monetary policies | ||
| On the one hand, the continued tightening of monetary policy in the United States (which started in 2015) and the less-accommodating monetary policy in the euro zone (reduction in assets purchases started in January 2018, with an end in December) involve risks of financial turbulence and economic slowdown more pronounced than expected. The risk of an inadequately controlled rise in long-term interest rates may in particular be emphasised, under the scenario of an unexpected increase in inflation or an unanticipated tightening of monetary policies. If this risk materialises, it could have negative consequences on the asset markets, particularly those for which risk premiums are extremely low compared to their historic average, following a decade of accommodating monetary policies (credit to non-investment grade corporates or countries, certain sectors of the equity and bond markets, etc.) as well as on certain interest rate-sensitive sectors. |
||
| On the other hand, despite the upturn since mid-2016, interest rates remain low, which may encourage excessive risk-taking among some financial market participants: lengthening maturities of financings and assets held, less stringent credit policy, and an increase in leveraged financings. Some of these |
||
| participants (insurance companies, pension funds, asset managers, etc.) have an increasingly systemic dimension and in the event of market turbulence (linked for example to a sharp rise in interest rates and/or a sharp price |
||
| correction) they could be brought to unwind large positions in a relatively weak market liquidity. |
| Element | Title | |
|---|---|---|
| Systemic risks related to increased debt | ||
| Macroeconomically, the impact of an interest rate increase could be significant for countries with high public and/or private debt-to-GDP. This is particularly the case for certain European countries (in particular Greece, Italy, and Portugal), which are posting public debt-to-GDP ratios often above 100% but also for emerging countries. |
||
| Between 2008 and 2018, the latter recorded a marked increase in their debt, including foreign currency debt owed to foreign creditors. The private sector was the main source of the increase in this debt, but also the public sector to a lesser extent, particularly in Africa. These countries are particularly vulnerable to the prospect of a tightening in monetary policies in the advanced economies. Capital outflows could weigh on exchange rates, increase the costs of servicing that debt, import inflation, and cause the emerging countries' central banks to tighten their credit conditions. This would bring about a reduction in forecast economic growth, possible downgrades of sovereign ratings, and an increase in risks for the banks. While the exposure of the BNP Paribas Group to emerging countries is limited, the vulnerability of these economies may generate disruptions in the global financial system that could affect the Group and potentially alter its results. |
||
| It should be noted that debt-related risk could materialise, not only in the event of a sharp rise in interest rates, but also with any negative growth shocks. |
||
| 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 BNPP. 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 BNPP 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; |
||
| - regulations governing capital: the Capital Requirements Directive IV ("CRD 4")/the Capital Requirements Regulation ("CRR"), the international standard for total loss absorbing capacity ("TLAC") and BNPP'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; |
| Element | Title | |
|---|---|---|
| - the Directive of 16 April 2014 related to deposit guarantee systems 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 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 markets and transparency and reporting on derivative transactions; |
||
| - the new Markets in Financial Instruments Directive ("MiFID II") and Markets in Financial Instruments Regulation ("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. |
||
| - the General Data Protection Regulation ("GDPR") came into force on 25 May 2018. This regulation aims to move the European data confidentiality environment forward and improve personal data protection within the European Union. Businesses run the risk of severe penalties if they do not comply with the standards set by the GDPR. This Regulation applies to all banks providing services to European citizens; and |
||
| - the finalisation of Basel 3 published by the Basel committee in December 2017, introducing a revision to the measurement of credit risk, operational risk and credit valuation adjustment ("CVA") risk for the calculation of risk-weighted assets. These measures are expected to come into effect in January 2022 and will be subject to an output floor (based on standardised approaches), which will be gradually applied as of 2022 and reach its final level in 2027. |
||
| Moreover, in this tougher regulatory context, the risk of non-compliance with existing laws and regulations, in particular those relating to the protection of |
| Element | Title | |
|---|---|---|
| the interests of customers and personal data, is a significant risk for the banking industry, potentially resulting in significant losses and fines. In addition to its compliance system, which specifically covers this type of risk, the BNP Paribas Group places the interest of its customers, and more broadly that of its stakeholders, at the heart of its values. Thus the new code of conduct adopted by the BNP Paribas Group in 2016 sets out detailed values and rules of conduct in this area. |
||
| Cyber security and technology risk | ||
| BNPP's ability to do business is intrinsically tied to the fluidity of electronic transactions as well as the protection and security of information and technology assets. |
||
| The technological change is accelerating with the digital transformation and the resulting increase in the number of communications circuits, proliferation in data sources, growing process automation, and greater use of electronic banking transactions. |
||
| The progress and acceleration of technological change are giving cybercriminals new options for altering, stealing, and disclosing data. The number of attacks is increasing, with a greater reach and sophistication in all sectors, including financial services. |
||
| The outsourcing of a growing number of processes also exposes the BNP Paribas Group to structural cyber security and technology risks leading to the appearance of potential attack vectors that cybercriminals can exploit. |
||
| Accordingly, the BNP Paribas Group has a second line of defence within the Risk Function dedicated to managing technological and cyber security risks. Thus, operational standards are regularly adapted to support BNPP's digital evolution and innovation while managing existing and emerging threats (such as cyber-crime, espionage, etc.). |
||
| B.19/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 72 countries and has more than 202,000 employees, including over 154,000 in Europe. BNPP is the parent company of the BNP Paribas Group (together the "BNPP Group"). |
| B.19/B.9 | Profit forecast or estimate |
Not applicable, as there are no profit forecasts or estimates made in respect of the Guarantor in the Base Prospectus to which this Summary relates. |
| B.19/ 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. |
| Element | Title | |||
|---|---|---|---|---|
| B.19/ B.12 | Selected historical key financial information: | |||
| Comparative Annual Financial Data - | In millions of EUR | |||
| 31/12/2018* | 31/12/2017 | |||
| (audited) | (audited) | |||
| Revenues | 42,516 | 43,161 | ||
| Cost of risk | (2,764) | (2,907) | ||
| Net income, Group share | 7,526 | 7,759 | ||
| 31/12/2018 | 31/12/2017 | |||
| Common equity Tier 1 ratio (Basel 3 fully loaded CRD4) |
11.8% | 11.8% | ||
| 31/12/2018* | 31/12/2017 | |||
| (audited) | (audited) | |||
| Total consolidated balance sheet | 2,040,836 | 1,960,252 | ||
| customers | Consolidated loans and receivables due from | 765,871 | 727,675 | |
| Consolidated items due to customers | 796,548 | 766,890 | ||
| Shareholders' equity (Group share) | 101,467 | 101,983 | ||
| * The figures as at 31 December 2018 included here are based on the new IFRS 9 accounting standard. The impacts of the first application of the new IFRS 9 accounting standard were limited and fully taken into account as of 1 January 2018: - (2.5 -10 bp on the fully loaded Basel 3 common equity Tier 1 ratio. |
||||
| Statements of no significant or material adverse change | ||||
| See Element B.12 above in the case of the BNPP Group. | ||||
| 2018 | There has been no significant change in the financial or trading position of BNPP since 31 (being the end of the last financial period for which audited financial statements have been published) and no material adverse change in the prospects of BNPP since 31 December 2018 the end of the last financial period for which audited financial statements have been published). |
December (being |
||
| B.19/ B.13 | Events impacting the Guarantor's solvency |
Not applicable, as at 22 November knowledge, 31 December 2018. |
2018 and to |
the best of the Guarantor's there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since |
| Element | Title | ||
|---|---|---|---|
| B.19/ B.14 | Dependence upon other Group entities |
Subject to the following paragraph, BNPP is not dependent upon other members of the BNPP Group. |
|
| In April 2004, BNPP began outsourcing IT Infrastructure Management up with IBM Management Services for BNPP and several BNPP subsidiaries in France (including BNP Paribas Personal Finance, BP2S, and BNP Paribas Cardif), Switzerland, and Italy. In mid-December 2011 BNPP renewed its agreement with IBM France for a period lasting until end-2017 and has subsequently renewed the agreement for a period lasting until end-2021. At the end of 2012, the parties entered into an agreement to gradually extend this arrangement to BNP Paribas Fortis as from 2013. The Swiss subsidiary was closed on 31 December 2016. |
|||
| influence over this entity, which is 50/50 owned with IBM France. The BNP Paribas staff made '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. |
|||
| IBM Luxembourg is responsible for infrastructure services and data production for some of the BNP Paribas Luxembourg entities. |
|||
| BancWest's data processing operations are outsourced to Fidelity Information Services. |
|||
| Cofinoga France's data processing is outsourced to SDDC, a fully-owned IBM subsidiary. |
|||
| See also Element B.5 above. | |||
| B.19/ 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), | |||
| BNL banca commerciale (BNL bc), Italian retail banking, |
|||
| Belgian Retail Banking (BRB), | |||
| Other Domestic Markets activities, including Luxembourg Retail Banking (LRB); |
| Element | Title | |
|---|---|---|
| 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.19/ B.16 | Controlling shareholders |
None of the existing shareholders controls, either directly or indirectly, BNPP. As at 31 December 2017 Participations et d'Investissement ("SFPI") a public- (public limited company) acting on behalf of the Belgian government holding 7.7% 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.19/ B.17 | Solicited credit ratings | BNPP's long term credit ratings are A with a positive outlook (S&P Global Ratings Europe Limited), Aa3 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.) and F1 (Fitch France S.A.S.) and R-1 (middle) (DBRS Limited). 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 by the assigning rating agency. |
| Section C Securities |
||
| Element | Title | |
| C.1 | Type and class of Securities/ISIN |
The Securities are notes ("Notes") and are issued in Series. |
| 12 |
Section C Securities
| Element | Title | |
|---|---|---|
| C.1 | Type and class of Securities/ISIN |
| Element | Title | |
|---|---|---|
| The Series Number of the Securities is EI4662NX. | ||
| The Tranche number is 1. |
||
| The ISIN is FR0013413812. |
||
| The Common Code is 198007323. |
||
| The Valoren is 43875736. | ||
| The Notes are governed by French law. |
||
| The Securities are cash settled Securities. | ||
| C.2 | Currency | The currency of this Series of Securities is Euro (EUR). |
| C.5 | Restrictions on free transferability |
The Securities will be freely transferable, subject to the offering and selling restrictions in the United States, the European Economic Area, Belgium, France, Italy, Luxembourg, Poland, Portugal, Romania, Spain, Japan, the United Kingdom and Australia and under the Prospectus Directive and the laws of any jurisdiction in which the relevant Securities are offered or sold. |
| C.8 | Rights attaching to the Securities |
Securities issued under the Base Prospectus will have terms and conditions relating to, among other matters: |
| Status | ||
| The Securities are 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). |
||
| 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 (in the case of payments by BNPP as Guarantor) or the Netherlands or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by BNPP B.V.), unless such deduction or withholding is required by law. In the event that any such deduction is made, the Issuer or, as the case may be, the Guarantor 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, (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 |
| Element | Title | |
|---|---|---|
| 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) any law implementing an intergovernmental approach thereto, and (iii) any withholding or deduction required pursuant to Section 871(m) of the Code. |
||
| In addition, in determining the amount of withholding or deduction required pursuant to Section 871(m) of the Code imposed with respect to any amounts to be paid on the Securities, the Issuer shall be entitled to withhold on any "dividend equivalent" payment (as defined for purposes of Section 871(m) of the Code) at a rate of 30 per cent. |
||
| Negative pledge | ||
| The terms of the Securities will not contain a negative pledge provision. | ||
| Events of Default | ||
| The terms of the Notes will contain events of default including non-payment, non-performance or non-observance of the Issuer's or Guarantor's obligations in respect of the Securities; the insolvency or winding up of the Issuer or Guarantor; |
||
| Meetings | ||
| The terms of the Securities will contain provisions for calling meetings of holders of such Securities to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. |
||
| The Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a masse (the "Masse"). |
||
| The Masse will act in part through a representative (the "Representative") and in part through a general meeting of the Noteholders (the "General Meeting") |
||
| Governing law |
| Element | Title | |
|---|---|---|
| The Securities, the French Law Note Agency Agreement (as amended or supplemented from time to time) and the French law Guarantees are governed by, and construed in accordance with, French law, and any action or proceeding in relation thereto shall, subject to any mandatory rules of the Brussels Recast Regulation be submitted to the jurisdiction of the competent courts in Paris within the jurisdiction of the Paris Court of Appeal (Cour d'Appel de Paris). BNPP B.V. elect domicile at the registered office of BNP Paribas currently located at 16 boulevard des Italiens, 75009 Paris. |
||
| C.9 | Interest/Redemption | Interest The Securities do not bear or pay interest. |
| Redemption Unless previously redeemed, each Security will be redeemed on the Maturity Date as set out in Element C.18. Representative of Holders No representative of Holders has been appointed by the Issuer. |
||
| C.10 | Derivative component in the interest payment |
Not applicable Please also refer to Elements C.9 above and C.15 below. |
| C.11 | Admission to Trading | Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on Euronext Paris. |
| C.15 | How the value of the investment in the derivative securities is affected by the value of the underlying assets |
The amount payable on redemption is calculated by reference to the iSTOXX France Germany Benelux 60 Equal Weight NR Decrement 5% Index ( Underlying Reference Index See item C.9 above and C.18 below. |
| C.16 | Maturity of the derivative Securities |
The Maturity Date of the Securities is 26 July 2029. |
| C.17 | Settlement Procedure | This Series of Securities is cash settled. The Issuer does not have the option to vary settlement. |
| C.18 | Return on derivative securities |
See Element C.8 above for the rights attaching to the Securities. |
| Final Redemption Unless previously redeemed or purchased and cancelled, each Security will be redeemed by the Issuer on the Maturity Date at the Final Redemption Amount equal to the Final Payout. |
| Element | Title | ||
|---|---|---|---|
| Final Payout | |||
| Structured Products Securities (SPS) Final Payouts |
|||
| Auto-callable Securities: fixed term products that include an automatic early redemption feature. The return is linked to the performance of the Underlying Reference(s), calculation being based on various mechanisms (including knock-in features). There is no capital protection. |
|||
| Autocall Standard | Securities | ||
| Calculation Amount multiplied by: | |||
| (I) | if FR Barrier Value is greater than or equal to the Final Redemption Condition Level: |
||
| 100% + FR Exit Rate; or | |||
| (II) | if FR Barrier Value is less than the Final Redemption Condition Level and no Knock-in Event has occurred: |
||
| 100%; or | |||
| (III) | if FR Barrier Value is less than the Final Redemption Condition Level and a Knock-in Event has occurred; |
||
| Min (100%, Final Redemption Value). | |||
| Where: | |||
| Calculation Agent means BNP Paribas Arbitrage S.N.C. |
|||
| Calculation Amount means EUR 1,000 | |||
| Closing Level means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent |
|||
| Final Redemption Condition Level means 80.00 per cent. | |||
| Final Redemption Value means the Underlying Reference Value |
|||
| FR Barrier Value means, in respect of a SPS FR Barrier Valuation Date, the Underlying Reference Value |
|||
| FR Exit Rate means the FR Rate |
|||
| FR Rate | means 60.00 per cent. |
||
| Index means the Underlying Reference |
| Element | Title | |
|---|---|---|
| Knock-in Determination Day means the Redemption Valuation Date |
||
| Knock-in Event: Applicable |
||
| Knock-in Event means, if the Knock-in Value is less than the Knock-in Level on the Knock-in Determination Day |
||
| Knock-in Level: 50.00 per cent. |
||
| Knock-in Value means the Underlying Reference Value | ||
| Redemption Valuation Date means 19 July 2029 |
||
| Scheduled Trading Day means a day on which the relevant Index Sponsor is scheduled to publish the level of the Index and each exchange or quotation system where trading has a material effect on the overall market for futures or options contracts relating to such Index are scheduled to be open for trading during their respective regular trading session(s) |
||
| SPS FR Barrier Valuation Date means the Redemption Valuation Date |
||
| SPS Redemption Valuation Date means the Redemption Valuation Date |
||
| SPS Valuation Date means (a) the SPS Redemption Valuation Date, (b) the Knock-in Determination Day and (c) the Strike Date |
||
| Strike Date: 19 July 2019 |
||
| Underlying Reference: see Element C.15 |
||
| Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day |
||
| Underlying Reference Strike Price means, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date |
||
| Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price |
||
| Automatic Early Redemption | ||
| If on any Automatic Early Redemption Valuation Date an Automatic Early Redemption Event occurs, the Securities will be redeemed early at the Automatic Early Redemption Amount on the Automatic Early Redemption Date. |
| Element | Title | |
|---|---|---|
| The Automatic Early Redemption Amount in respect of each nominal amount of Notes equal to the Calculation Amount will be equal to the SPS Automatic Early Redemption Payout. |
||
| Automatic Early Redemption Payout | ||
| The SPS Automatic Early Redemption Payout is: |
||
| NA x (100% + AER Exit Rate). | ||
| Automatic Early Redemption Event means on any Automatic Early Redemption Valuation Date the SPS AER Value 1 is equal to or greater than the Automatic Early Redemption Level |
||
| AER Exit Rate means the AER Rate |
||
| AER Rate means n x 1.50% |
||
| Automatic Early Redemption Date means each date in the column headed "Automatic Early Redemption Valuation Daten" set out in the table below |
||
| Automatic Early Redemption Level: 100.00 per cent. |
||
| Automatic Early Redemption Valuation Date(s) means each date in the column headed "Automatic Early Redemption Daten" set out in the table below |
||
| n means the number specified in respect of an Automatic Early Redemption Valuation Daten or the related Automatic Early Redemption Daten set out n the column headed "n" in the table below |
||
| NA means the Calculation Amount |
||
| SPS AER Value 1 means the Underlying Reference Value | ||
| SPS ER Valuation Date means each Automatic Early Redemption Valuation Date |
||
| SPS Valuation Date means (a) each SPS ER Valuation Date and (b) the Strike Date |
||
| Strike Date: 19 July 2019 |
||
| Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day |
| Underlying Reference Strike Price Closing Price Value for such Underlying Reference on the Strike Date |
means, the Underlying Reference | |||
|---|---|---|---|---|
| Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price |
||||
| n | Automatic Early Redemption Valuation Daten |
Automatic Early Redemption Daten |
||
| 1 | 19 October 2020 | 26 October 2020 | ||
| 2 | 19 January 2021 | 26 January 2021 | ||
| 3 | 19 April 2021 | 26 April 2021 |
||
| 4 | 19 July 2021 | 26 July 2021 | ||
| 5 | 19 October 2021 | 26 October 2021 | ||
| 6 | 19 January 2022 | 26 January 2022 | ||
| 7 | 19 April 2022 | 26 April 2022 | ||
| 8 | 19 July 2022 | 26 July 2022 | ||
| 9 | 19 October 2022 | 26 October 2022 | ||
| 10 | 19 January 2023 | 26 January 2023 | ||
| 11 | 19 April 2023 | 26 April 2023 | ||
| 12 | 19 July 2023 | 26 July 2023 | ||
| 13 | 19 October 2023 | 26 October 2023 | ||
| 14 | 19 January 2024 | 26 January 2024 | ||
| 15 | 19 April 2024 | 26 April 2024 | ||
| 16 | 19 July 2024 | 26 July 2024 | ||
| 17 | 21 October 2024 | 28 October 2024 | ||
| 18 | 20 January 2025 | 27 January 2025 | ||
| 19 | 22 April 2025 | 28 April 2025 | ||
| 20 | 21 July 2025 | 28 July 2025 | ||
| 21 | 20 October 2025 | 27 October 2025 | ||
| 22 | 19 January 2026 | 26 January 2026 | ||
| 23 | 20 April 2026 | 27 April 2026 | ||
| 24 | 20 July 2026 | 27 July 2026 | ||
| 25 | 19 October 2026 | 26 October 2026 | ||
| 26 | 19 January 2027 | 26 January 2027 |
||
| 27 | 19 April 2027 | 26 April 2027 | ||
| 28 | 19 July 2027 | 26 July 2027 |
| Element | Title | |||
|---|---|---|---|---|
| 29 | 19 October 2027 | 26 October 2027 | ||
| 30 | 19 January 2028 | 26 January 2028 | ||
| 31 32 |
19 April 2028 19 July 2028 |
26 April 2028 26 July 2028 |
||
| 33 | 19 October 2028 | 26 October 2028 | ||
| 34 | 19 January 2029 |
26 October 2028 | ||
| 35 | 19 April 2029 | 26 April 2029 | ||
| The above provisions are subject to adjustment as provided in the conditions | ||||
| Reference or the Securities. This | of the Securities to take into account events in relation to the Underlying may lead to adjustments being made to the |
|||
| Securities or, in some cases, the Securities being terminated early at an early | ||||
| redemption amount (see item C.9). | ||||
| C.19 | Final reference price of the Underlying |
The final reference price of the underlying will be determined in accordance with the valuation mechanics set out in Element C.9 and Element C.18 above |
||
| C.20 | Underlying | The Underlying Reference specified in Element C.9 and Element C.18 above. Information on the Underlying Reference can be obtained from the |
||
| Screen Page: | ||||
| Bloomberg ISX6EWND Index |
Section D Risks
| Element | Title | |
|---|---|---|
| D.2 | Key risks regarding the Issuer and the Guarantor |
Prospective purchasers of the Securities should be experienced with respect to options and options transactions and should understand the risks of transactions involving the Securities. An investment in the Securities presents certain risks that should be taken into account before any investment decision is made. Certain risks may affect the Issuer's ability to fulfil its obligations under the Securities or the Guarantor's ability to perform its obligations under the Guarantee, some of which are beyond its control. In particular, the Issuer and the Guarantor, together with the BNPP Group, are exposed to the risks associated with its activities, as described below: Issuer |
| The main risks described above in relation to BNPP also represent the main | ||
| risks for BNPP B.V., either as an individual entity or a company in the BNPP | ||
| Group. |
| Element | Title | ||
|---|---|---|---|
| Dependency Risk | |||
| BNPP B.V. is an operating company. The assets of BNPP B.V. consist of the obligations of other BNPP Group entities. The ability of BNPP B.V. to meet its own obligations will depend on the ability of other BNPP Group entities to fulfil their obligations. In respect of securities it issues, the ability of BNPP B.V. to meet its obligations under such securities depends on the receipt by it of payments under certain hedging agreements that it enters with other BNPP Group entities. Consequently, Holders of BNPP B.V. securities will, subject to the provisions of the Guarantee issued by BNPP, be exposed to the ability of BNP Group entities to perform their obligations under such hedging agreements. |
|||
| Market Risk | |||
| BNPP B.V. takes on exposure to market risks arising from positions in interest rates, currency exchange rates, commodities and equity products, all of which are exposed to general and specific market movements. However, these risks are hedged by option and swap agreements and therefore these risks are mitigated in principle. |
|||
| Credit Risk | |||
| BNPP B.V. has significant concentration of credit risks as all OTC contracts are acquired from its parent company and other BNPP Group entities. Taking into consideration the objective and activities of BNPP B.V. and the fact that its parent company is under supervision of the European Central Bank and the management considers these risks as acceptable. The long term senior debt of BNP Paribas is rated (A) by a3 |
|||
| Liquidity Risk | |||
| BNPP B.V. has significant liquidity risk exposure. To mitigate this exposure, BNPP B.V. entered into netting agreements with its parent company and other BNPP Group entities. |
|||
| Guarantor Seven main categories of risk are inherent in BNPP's activities: |
|||
| (1) Credit Risk risk is defined as the probability of a borrower or counterparty defaulting on its obligations to BNPP. Probability of default along with the recovery rate of the loan or debt in the event of default are essential elements in assessing credit quality. BNPP's risk weighted assets subject to this type of risk amounted to EUR 504 billion at 31 December 2018. In accordance with the EBA recommendations, this category of risk also includes risks on equity investments, as well as those related to insurance activities. |
| Element | Title | |
|---|---|---|
| (2) Operational risk Operational risk is the risk of loss resulting from failed or inadequate internal processes (particularly those involving personnel and information systems) or external events, whether deliberate, accidental or natural (floods, fires, earthquakes, terrorist attacks, etc.). Operational risks include fraud, human resources risks, legal and reputational risks, non-compliance risks, tax risks, information systems risks, risk of providing inadequate financial services (conduct risk), risk of failure of operational processes including credit processes, or from the use of a model (model risk), as well as potential financial consequences related to reputation risk -weighted assets subject to this type of risk amounted to EUR 73 billion at 31 December 2018. |
||
| (3) Counterparty risk - Counterparty risk arises from BNPP's credit risk in the specific context of market transactions, investments, and/or settlements. The amount of this risk varies over time depending on fluctuations in market parameters affecting the potential future value -weighted assets subject to this type of risk amounted to EUR 27 billion at 31 December 2018. |
||
| (4) Market Risk by an unfavorable trend in prices or market parameters. Market parameters include, but are not limited to, exchange rates, prices of securities and commodities (whether the price is directly quoted or obtained by reference to a comparable asset), the price of derivatives on an established market and all benchmarks that can be derived from market quotations such as interest rates, credit spreads, volatility or - weighted assets subject to this type of risk amounted to EUR 20 billion at 31 December 2018. |
||
| (5) Securitisation risk which the credit risk associated with a liability or set of liabilities is subdivided into tranches. Any commitment made under a securitisation structure (including derivatives and liquidity lines) is considered to be a securitisation. The bulk of these commitments are -weighted assets subject to this type of risk amounted to EUR 7 billion at 31 December 2018. |
||
| (6) Risks related to deferred taxes and certain holdings in credit or financial institutions deduction thresholds generate risk-weighted assets amounting to EUR 17 billion at 31 December 2018. |
| Element | Title | |
|---|---|---|
| (7) Liquidity risk honor its commitments or unwind or offset a position due to market conditions or specific factors within a specified period of time and at a reasonable cost. It reflects the risk of not being able to cope with net cash outflows, including collateral requirements, over short-term to long-term horizons. The BNPP Group's specific risk can be assessed through its short-term liquidity ratio, which analyses the hedging of net cash outflows during a 30-day stress period. |
||
| More generally, the risks to which the BNPP Group is exposed may arise from a number of factors related, among other things, to changes in its macroeconomic, competitive, market and regulatory environment or the implementation of its strategy, its business or its operations. |
||
| Risks | ||
| This section summarises the principal risks that BNPP currently considers itself to face. They are presented in the following categories: risks related to the macroeconomic environment, risks related to the market environment, regulatory risks and risks related to the implementation of BNPP's strategy, risks related to the management of BNPP's business, risks related to BNPP's operations. |
||
| (a) Adverse economic and financial conditions have in the past had and may in the future have an impact on BNPP and the markets in which it operates. |
||
| (b) Given the global scope of its activities, BNPP may be vulnerable to certain political, macroeconomic or financial risks in the countries and regions where it operates. |
||
| (c) 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) The prolonged low interest rate environment carries inherent systemic risks, and an exit from such environment also carries risks. |
||
| (e) revenues or profitability. |
||
| (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 commission and fee based businesses during market downturns. |
| Element | Title | (i) | Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and possibly leading to material losses. |
|---|---|---|---|
| (j) | BNPP must ensure that its assets and liabilities properly match in order to avoid exposure to losses. |
||
| (k) | Laws and regulations adopted in recent years, particularly in response to the global financial crisis, as well as new legislative proposals, may materially impact BNPP and the financial and economic environment in which it operates. |
||
| (l) | BNPP could become subject to a resolution proceeding. | ||
| (m) | BNPP is subject to extensive and evolving regulatory regimes in the jurisdictions in which it operates. |
||
| (n) | BNPP may incur substantial fines and other administrative and criminal penalties for non compliance with applicable laws and regulations, and may also incur losses in related (or unrelated) litigation with private parties. |
||
| (o) | |||
| (p) | BNPP may experience difficulties integrating acquired companies and may be unable to realise the benefits expected from its acquisitions. |
||
| (q) | BNPP is exposed to credit risk and counterparty risk. | ||
| (r) | 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. |
||
| (s) | dging strategies may not prevent losses. | ||
| (t) | |||
| (u) | The credit ratings of BNPP may be downgraded, which would weigh on its profitability. |
||
| (v) | Intense competition by banking and non banking operators could | ||
| (w) | leave it exposed to unidentified or unanticipated risks, which could lead to material losses. |
| Element | Title | |
|---|---|---|
| (x) cause substantial losses of client or customer information, damage to |
||
| (y) uld be harmed if its reputation is damaged. |
||
| D.3 | Key risk regarding the Securities |
In addition to the risks (including the risk of default) that may affect the Issuer's ability to fulfil its obligations under the Securities or the Guarantor's ability to perform its obligations under the Guarantee, there are certain factors which are material for the purposes of assessing the risks associated with Securities issued under the Base Prospectus, including: |
| Market Risks | ||
| Securities are unsecured obligations; | ||
| exposure to the Underlying Reference in many cases will be achieved by the relevant Issuer entering into hedging arrangements and, in respect of Securities linked to an Underlying Reference, potential investors are exposed to the performance of these hedging arrangements and events that may affect the hedging arrangements and consequently the occurrence of any of these events may affect the value of the Securities; |
||
| Holder Risks | ||
| the Securities may have a minimum trading amount and if, following the transfer of any Securities, a Holder holds fewer Securities than the specified minimum trading amount, such Holder will not be permitted to transfer their remaining Securities prior to redemption without first purchasing enough additional Securities in order to hold the minimum trading amount; |
||
| Issuer/Guarantor Risks | ||
| a reduction in the rating, if any, accorded to outstanding debt securities of the Issuer or Guarantor by a credit rating agency could result in a reduction in the trading value of the Securities; |
||
| certain conflicts of interest may arise (see Element E.4 below); | ||
| in certain circumstances (including, without limitation, as a result of restrictions on currency convertibility and/or transfer restrictions), it may not be possible for the Issuer to make payments in respect of the Securities in the Settlement Currency specified in the applicable Final Terms. In these circumstances, the payment of principal and/or interest may occur at a different time and/or made in USD and the market price of such Securities may be volatile; |
| Element | Title | |
|---|---|---|
| Legal Risks | ||
| the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Securities, early redemption or may result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Securities; |
||
| in certain circumstances settlement may be postponed or payments made in USD if the Settlement Currency specified in the applicable Final Terms is not freely transferable, convertible or deliverable; |
||
| expenses and taxation may be payable in respect of the Securities; | ||
| the Securities 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 Securities; |
||
| Secondary Market Risks | ||
| the only means through which a Holder can realise value from the Security prior to its Maturity Date, is to sell it at its then market price in an available secondary market and that there may be no secondary market for the Securities (which could mean that an investor has to wait until redemption of the Securities to realise a greater value than its trading value); |
||
| an active secondary market may never be established or may be illiquid and this may adversely affect the value at which an investor may sell its Securities (investors may suffer a partial or total loss of the amount of their investment); |
||
| for certain issues of Securities, BNP Paribas Arbitrage S.N.C. is required to act as market-maker. In those circumstances, BNP Paribas Arbitrage S.N.C. will endeavour to maintain a secondary market throughout the life of the Securities, subject to normal market conditions and will submit bid and offer prices to the market. The spread between bid and offer prices may change during the life of the Securities. However, during certain periods, it may be difficult, impractical or impossible for BNP Paribas Arbitrage S.N.C. to quote bid and offer prices, and during such periods, it may be difficult, impracticable or impossible to buy or sell these Securities. This may, for example, be due to adverse market conditions, volatile prices or large price fluctuations, a large marketplace being closed or restricted or experiencing technical problems such as an IT system failure or network disruption; |
| Element | Title | |
|---|---|---|
| Risks Relating to Underlying Reference Asset(s) |
||
| In addition, there are specific risks in relation to Securities which are linked to an Underlying Reference (including Hybrid Securities) and an investment in such Securities will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Securities include: |
||
| exposure to one or more index, adjustment events and market disruption or failure to open of an exchange which may have an adverse effect on the value and liquidity of the Securities |
||
| Risks relating to specific types of products |
||
| The following risks are associated with SPS Products | ||
| Auto-callable Products | ||
| Investors may be exposed to a partial or total loss of their investment. The return on the Securities depends on the performance of the Underlying Reference(s) and the application of knock-in features. Auto-callable Products include automatic early redemption mechanisms. If an automatic early redemption event occurs investors may be exposed to a partial loss of their investment. |
||
| D.6 | Risk warning | See Element D.3 above. |
| In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the Securities when repayment falls due, an investor may lose all or part of his investment in the Securities. |
||
| If the Guarantor is unable or unwilling to meet its obligations under the Guarantee when due, an investor may lose all or part of his investment in the Securities. |
||
| In addition, investors may lose all or part of their investment in the Securities as a result of the terms and conditions of the Securities. |
Section E Offer
| Section E Offer |
||
|---|---|---|
| Element | Title | |
| E.2b | Reasons for the offer and use of proceeds |
The net proceeds from the issue of the Securities 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 Securities is being offered in a Non-Exempt Offer in France. |
| This issue price of securities is 100.00 per cent of their nominal amount. |
||
| E.4 | Interest of natural and legal persons involved in the issue/offer |
Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Securities 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. |
- les - type de Titres, et s requis pour ce type de Titres , et Section A - Introduction et avertissements
| - les - type de Titres, et s requis pour ce type de Titres , et |
||
|---|---|---|
| Description de | ||
| A.1 introduction et disposition concernant les actions en justice |
ption de D.3, "Prospectus de Base" signifie le Prospectus de Base de BNPP B.V. et BP2F, en date du 5 juin 2018 Warrants et Certificats de BNPP B.V., BNPP et BP2F. Au signifie le Prospectus de Base de BNPP B.V.et BP2F en date du 5 juin 2018 et de Certificats de BNPP B.V., BNPP et BP2F. sur un examen exhaustif du Prospectus de Base dans son ives applicables. n la traduction de ce Prospectus de Base Aucune contradictoire par rapport aux autres parties du Prospectus de |
| Description de | ||
|---|---|---|
| avec les autres parties du Prospectus de Base et des Conditions | ||
| A.2 | Prospectus de Base, autres conditions y |
Consentement : -dessous, e Offre Non de BNPP (https://rates globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx) qui sont - posant la Directive 014/65 les informations pertinentes) : de 50,000,000 EUR avec une date de 26 juillet 2029 (les Titres date du 20 mai 2019 par BNP Paribas Issuance B.V. Emetteur"). Nous acceptons par les s - pour des Offres Non- t le 20 mai 2019 au 13 juillet 2019 (la " "). Conditions du consentement : -dessus) sont telles que ce consentement (a) ; et (b) ne porte que sur -ex France. |
| ACHETE DES TITRES DANS UNE OFFRE NON- |
| Description de | |
|---|---|
| NOTAMMENT EN CE QUI CONCERNE LES ARRANGEMENTS CONCERNANT LE PRIX, LES ALLOCATIONS, LES DEPENSES ET LES INFORMATIONS ADEQUATES SERONT CETTE OFFRE. |
|
| Section B - Emetteur et Garant |
|
| Description de | |
| NOTAMMENT EN CE QUI CONCERNE LES ARRANGEMENTS CONCERNANT LE PRIX, LES ALLOCATIONS, LES DEPENSES ET LES INFORMATIONS ADEQUATES SERONT CETTE OFFRE. |
||
|---|---|---|
| Description de | ||
| B.1 | Raison sociale et nom commercial de |
BNP Paribas Issuance B.V. ("BNPP B.V." ou Emetteur"). |
| B.2 | Domicile/ forme pays de constitution |
- t 595, 1017 CE Amsterdam, Pays-Bas. |
| B.4b | Informations sur les tendances |
obligations, warrants ou certificats ou et/ou de - |
| B.5 | Description du Groupe | BNPP B.V. est une Groupe BNPP"). |
| B.9 | Sans o |
| Description de | ||||
|---|---|---|---|---|
| B.10 | s | |||
| B.12 | En EUR | |||
| 31/12/2017 | 31/12/2016 | |||
| Produit Net Bancaire | 431.472 | 399.805 | ||
| 26.940 | 23.307 | |||
| Total du bilan | 50.839.146.900 | 48.320.273.908 | ||
| Capitaux Propres (part du Groupe) | 515.239 | 488.299 | ||
| juin 2018 En EUR |
terminant le 30 | |||
| 30/06/2018 | 30/06/2017 | |||
| (non | (non | |||
| Produit Net Bancaire | 193.729 | 180.264 | ||
| 12.238 | 11.053 | |||
| 30/06/2018 | 30/06/2017 | |||
| (non | ||||
| Total du bilan | 57.943.563.453 | 50.839.146.900 | ||
| Capitaux Propres (part du Groupe) | 527.477 | 515.239] | ||
[1 es commissaires aux comptes.
| Description de | ||
|---|---|---|
| significati | 8 (date de |
|
| B.V. depuis le 31 juin |
2018 7 |
|
| B.13 | Sans objet, au 25 septembre 2018 31 juin 2018. |
|
| B.14 | groupe | de BNPP et des autres membres du Groupe BNPP. -dessus. obligations, warrants ou certificats ou autres titres sont couvert et/ou de -dessous. |
| B.15 | des | |
| B.16 | ||
| B.17 | La notation est: A avec une perspective positive (S&P Global Ratings Europe) et la B.V. sont : A-1 (S&P Global Ratings Europe). |
|
| B.18 | Description de la Garantie |
BNPP B.V. seront inconditionnellement et BNPP Garant , ou une Garantie jet d'un renflouement interne, mais sans que BNPP B.V. n'en fasse l'objet, les - interne). |
| Description de | ||
|---|---|---|
| Les obligations en vertu de la Garantie sont des (au sens de l'article L.613-30-3-I erve |
||
| B.19 | Informations concernant le Garant |
|
| B.19/ B.1 | Raison sociale et nom commercial du Garant |
BNP Paribas |
| B.19/ B.2 | Domicile/ forme pays de constitution |
boulevard des Italiens 75009 Paris, France. |
| B.19/ B.4b |
Informations sur les tendances |
En -ci. Le niveau toujours mod maintien du rythme de croissance mondiale obse : |
| Description de | |
|---|---|
| - Unis (entam mon |
|
| -2016, les taux restent bas, ce qui peut favoriser une prise de risque excessive chez certains de pension, gestionnaires d'actifs, etc.) ont une dimension de plus en plus haus |
|
| Sur le pla , ou le Portugal), qui affichent |
|
| Ceux-ci ont enregist secteur public dans une moindre mesure, notamment en Afrique. Ces pays politique pourraient peser sur les taux de change, augmenter le service de cette dette, |
| Description de | |
|---|---|
| les banques. Bien que l'exposition du Groupe BNP Paribas dans les pays | |
| risque non seulement mais aussi en cas croissance. |
|
| et peuvent avoir un impact significatif d'application sont) encore en projet, qui ont, ou sont susceptibles d'avoir un impact sur BNPP, comprennent notamment : |
|
| du 26 juillet 2013, imposant aux banques une filialisation ou e banque de - private equity hedge funds ; |
|
| CRD IV CRR international commun de total loss-absorbing capacity TLAC ; |
|
| i que ; |
|
| Unique ; |
| Description de | |
|---|---|
| le -Unis imposant aux Etats- ; |
|
| l du Dodd-Frank Wall Street Reform and Consumer Protection Act (notamment les swap dealers non banc major swap participants security-based swap dealers intervenants non major security-based swap participants la U.S. Securities and Exchange Commission imposant titres et des principaux intervenants non titres et les obligations de transparence et de reporting ; MiFID |
|
| MiFIR - - ; |
|
| RGPD l'Union europ en cas de non- ; et |
|
| ncher global qui s'appuiera sur les |
| Description de | |
|---|---|
| 2022 pour atteindre son niveau final en 2027. - ementations en vigueur, en particulier celles est un risque important pour l'industrie bancaire, qui s'est traduit par des pertes et amendes importantes. Au Paribas en |
|
| ce domaine. BNPP de l'information et des actifs technologiques. |
|
| n croissante des processus et le recours accru aux transactions bancaires |
|
| sophistication plus importante dans l'ensemble des secteurs, y compris celui des services financiers. |
|
| e les cybercriminels peuvent exploiter. |
|
| et de -crime, l'espionnage, etc.). |
| Description de | ||||
|---|---|---|---|---|
| B.19/B.5 | Description du Groupe | s de 202.000 collaborateurs, dont plus de 154.000 en Europe. BNPP est la Groupe BNPP"). |
||
| B.19/B.9 | t le | |||
| B.19/ B.10 |
Prospectus de Base. | |||
| B.19/ | ||||
| B.12 | - | |||
| 31/12/2018* | 31/12/2017 | |||
| Produit Net Bancaire | 42.516 | 43.161 | ||
| (2.764) | (2.907) | |||
| 7.526 | 7.759 | |||
| 31/12/2018 | 31/12/2017 | |||
| Ratio Common Equity plein , CRD 4) |
Tier 1 |
11,8% | 11,8% | |
| 31/12/2018* | 31/12/2017 | |||
| 2.040.836 | 1.960.252 | |||
| 765.871 | 727.675 | |||
| 796.548 | 766.890 | |||
| Capitaux Propres (part du Groupe) | 101.467 | 101.983 | ||
| * comptabl 10 pb environ sur le |
- commo |
- | - |
| Description de | |||
|---|---|---|---|
| significatif | |||
| -dessus dans le cas du Groupe BNPP. | |||
| B.19/ B.13 |
Sans objet, au 22 novembre 2018 ant depuis le 30 2018. |
||
| B.19/ B.14 |
Groupe | membres du Groupe BNPP. - P - fin 2017. Fin 2012, un accord Paribas Fortis en 2013. IBM France : les personnels de BN a Luxembourg. un fournisseur externe : Fidelity Information Services. La production informatique de |
|
| B.19/ B.15 |
-dessus. |
| Description de | |||
|---|---|---|---|
| Retail Banking and Services regroupant : |
|||
| Domestic Markets | |||
| BNL Banca Commerciale (BNL bc), banque de |
|||
| Au Domestic Markets y compris Luxembourg (BDEL); |
|||
| International Financial Services | |||
| Europe | |||
| BancWest, | |||
| Personal Finance, | |||
| Assurance, | |||
| Corporate and Institutional Banking (CIB) regroupant : |
|||
| Corporate Banking, | |||
| Global Markets, | |||
| Securities Services. | |||
| B.19/ B.16 |
ou indirectement. Au 31 SFPI % du capital social et le Grand A la connaissance de BNPP, aucun actionnaire autre que SFPI et BlackRock |
||
| B.19/ B.17 |
Notations de |
avec une perspective positive (S&P Global Ratings Europe Limited), Aa3 avec une perspective stable (Moody's Investors Service Ltd.), A+ avec une perspective stable (Fitch France S.A.S.) et AA (low) avec une perspective stable (DBRS |
| Description de | |
|---|---|
| Global Ratings Europe Limited), P-1 (Moody's Investors Service Ltd.), F1 | |
| (Fitch France S.A.S.) et R-1 (middle) (DBRS Limited). | |
Section C
| Global Ratings Europe Limited), P-1 (Moody's Investors Service Ltd.), F1 (Fitch France S.A.S.) et R-1 (middle) (DBRS Limited). |
||
|---|---|---|
| Section C | ||
| Description de | ||
| C.1 | Les Titres sont des obligations ("Obligations | |
| EI4662NX. | ||
| (Code ISIN) | 1. | |
| Le Code ISIN est : FR0013413812 |
||
| Le Code Commun est : 198007323 | ||
| Le Valoren est : 43875736 |
||
| C.2 | Devise | La devise de cette Souche de Titres est Euro (EUR). |
| C.5 | - en Belgique, en France, en Italie, au Luxembourg, en Pologne, au Portugal, en Roumanie, en Espagne, au Royaume-Uni, au Japon et en Australie, et |
|
| C.8 | Titres | Prospectus de Base : |
| Les Titres sont des obligations directes, inconditionnelles, non assorties de qui viennent et viendro et au moins avec toutes les autres dettes non ). |
| Description de | |
|---|---|
| Tous les -ci ou toute ou les Pays-Bas ou par toute subdivision politique de ceux |
|
| fiscales ou autres qui leur sont applicables dans le lieu de paiement, mais sans de 1986 (le "Code tions prises pour leur intergouvernementale de celles- tout Code. |
|
| 871(m) du Code sur dividende dividend equivalent |
|
| Maintien d | |
| non-respect des obligations |
| Description de | ||
|---|---|---|
| Les Obligataires, pour toutes les Tranches d'une Souche, seront dans une masse (la "Masse |
||
| " Obligataires (l'" "). |
||
| Loi applicable | ||
| C.9 | ||
| Remboursement | L | |
| Remboursement | ||
| : les Obligataires seront une Masse et les dispositions du Code de commerce Masse s'appliqueront. |
||
| sont | ||
| Titulaire SELARL MCM AVOCAT |
| Description de | ||
|---|---|---|
| Avocat 10, Rue d Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 Avocat Agissant pour la SELARL MCM AVOCAT |
||
| 10, Rue de Tel: +33 1 53 43 36 00 Fax: +33 1 53 43 36 01 d'Obligatio de cette Souche. |
||
| C.8 ci-dessus. |
||
| C.10 | Sans objet -dessus et C.15 ci dessous. |
|
| C.11 | en vue de Euronext Paris |
|
| C.15 | de la valeur du sous jacent sur la valeur de |
iSTOXX Decrement 5% Index (le "Sous- " ou l'"Indice"). Voir les -dessus et C.18 ci-dessous. |
| C.16 | [Maturity Date] des Titres est le 26 juillet 2029. |
|
| C.17 | ||
| C.18 | Produits des Titres |
-dessus. |
| Remboursement Final |
|---|
| : |
| Formules de Paiement Final |
| Titres Autocall Standard [Autocall Standard Securities] |
| Le Paiement Final : |
| (A) Si la Final FR [FR Barrier Niveau de Condition de Remboursement Final [Final Redemption Condition Level] : |
| 160.00% ; ou |
| (B) Si la FR [FR Barrier Niveau de Condition de Remboursement Final [Final Redemption Condition Level] et qu'aucun Knock-in [Knock-in Event] n'a eu lieu : |
| 100%; ou |
| (C) Si la FR [FR Barrier Niveau de Condition de Remboursement Final [Final Redemption Condition Level] et qu'un Knock-in [Knock-in Event] a eu lieu ; |
| Min (100 %, Valeur du Remboursement Final [Final Redemption Value]) |
| : |
| Agent de Calcul [Calculation Agent] S.N.C. |
| Montant du calcul [Calculation Amount] signifie 1000 EUR |
| Cours -Jacent de - |
| Niveau de Condition de Remboursement Final [Final Redemption Condition Level] : 80.00 pour cent. |
| Valeur du Remboursement Final [Final Redemption Value] Valeur du Sous- [Underlying Reference Value] |
| FR [FR Barrier Value] - [Underlying Reference Value] la Date d [SPS FR Barrier Valuation Date] |
|---|
| Indice [Index] - |
| Jour de -in [Knock-in Determination Day] Date] |
| -in [Knock-in Event] est applicable |
| -in [Knock-in Event] signifie que la Valeur Knock in [Knock-in Value] Niveau de Knock-in [Knock-in Level] au -in [Knock-in Determination Day]. |
| Niveau de Knock-in [Knock-in Level] 50.00 pour cent. |
| Valeur Knock-in [Knock-in Value] Valeur du Sous-Jacent de [Underlying Reference Value] |
| La [Redemption Valuation Date] est le 19 juillet 2029 |
| urant leur(s) |
| Date d [SPS FR Barrier Valuation Date] Remboursement [Redemption Valuation Date] |
| du SPS [SPS Redemption Valuation Date] [Redemption Valuation Date] |
| [SPS Valuation Date] (a) la Date , du SPS [SPS Redemption Valuation Date] ou (c) - in [Knock-in Determination Day], selon le cas. |
| ] 19 juillet 2019 |
| Sous- [Underlying Reference] - dessus |
| Valeur au - [Underlying Reference Closing Price Value] SPS [SPS Valuation Date], le [Closing Level |
| Prix d'Exercice du Sous- [Underlying Reference Strike Price] -Jacent de Date d'Exercice |
| Description de | |
|---|---|
| [Strike Date] | |
| Valeur : applicable |
|
| Valeur du Sous- [Underlying Reference Value] Sous- - Value] pour ce Sous- - Price] |
|
| atique | |
| : | |
| Le Automatic Early Redemption Payout] est : |
|
| NA x (100% + taux de sortie AER) |
| Description de | |
|---|---|
| [Automatic Early Redemption Event] Valuation Date] la 1 Niveau du Remboursement [Automatic Early Redemption Level] |
|
| [Automatic Early Redemption Level 1] 100.00 pour cent. |
|
| Taux de sortie AER [AER Exit Rate] [AER Rate] |
|
| Taux AER designe n x 1.50% |
|
| NA | |
| Date du Remb [Automatic Early -dessous Redemption Datei] |
|
| [Automatic Early Redemption Valuation Date(s)] signifie comme -dessous |
|
| 1 [SPS AER Value 1] signifie la Valeur du Sous Reference Value] |
|
| [SPS Valuation Date] (a) la Date (b) [Strike Date], selon le cas |
|
| ] 19 juillet 2019 |
|
| chaque [Automatic Early Redemption Valuation Date(s)] |
|
| - [Underlying Reference Closing Price Value] SPS [SPS Valuation Date], le [Closing Level |
|
| Prix d'Exercice du Sous- [Underlying Reference Strike Price] us-Jacent de Date d'Exercice [Strike Date] |
|
| Valeur du Sous- [Underlying Reference Value] |
|
| Sous- Reference] et |
|
| - Value] pour ce Sous- |
| Description de | |||
|---|---|---|---|
| Prix Price] |
- | ||
| n | du Remboursement Automatiquen |
Date du Remboursement n |
|
| 1 | 19 octobre 2020 |
26 octobre 2020 | |
| 2 | 19 janvier 2021 | 26 janvier 2021 | |
| 3 | 19 avril 2021 | 26 avril 2021 | |
| 4 | 19 juillet 2021 | 26 juillet 2021 | |
| 5 | 19 octobre 2021 | 26 octobre 2021 | |
| 6 | 19 janvier 2022 | 26 janvier 2022 | |
| 7 | 19 avril 2022 | 26 avril 2022 | |
| 8 | 19 juillet 2022 | 26 juillet 2022 |
|
| 9 | 19 octobre 2022 | 26 octobre 2022 | |
| 10 | 19 janvier 2023 | 26 janvier 2023 | |
| 11 | 19 avril 2023 | 26 avril 2023 | |
| 12 | 19 juillet 2023 | 26 juillet 2023 | |
| 13 | 19 octobre 2023 | 26 octobre 2023 | |
| 14 | 19 janvier 2024 | 26 janvier 2024 | |
| 15 | 19 avril 2024 | 26 avril 2024 |
| Description de | |||
|---|---|---|---|
| 16 | 19 juillet 2024 |
26 juillet 2024 | |
| 17 | 21 octobre 2024 | 28 octobre 2024 | |
| 18 | 20 janvier 2025 | 27 janvier 2025 | |
| 19 | 22 avril 2025 | 28 avril 2025 | |
| 20 | 21 juillet 2025 | 28 juillet 2025 | |
| 21 | 20 octobre 2025 | 27 octobre 2025 | |
| 22 | 19 janvier 2026 | 26 janvier 2026 | |
| 23 | 20 avril 2026 |
27 avril 2026 | |
| 24 | 20 juillet 2026 | 27 juillet 2026 | |
| 25 | 19 octobre 2026 | 26 octobre 2026 | |
| 26 | 19 janvier 2027 | 26 janvier 2027 | |
| 27 | 19 avril 2027 | 26 avril 2027 | |
| 28 | 19 juillet 2027 | 26 juillet 2027 | |
| 29 | 19 octobre 2027 | 26 octobre 2027 | |
| 30 | 19 janvier 2028 | 26 janvier 2028 |
|
| 31 | 19 avril 2028 | 26 avril 2028 | |
| 32 | 19 juillet 2028 | 26 juillet 2028 | |
| 33 | 19 octobre 2028 | 26 octobre 2028 | |
| 34 | 19 janvier 2029 | 26 octobre 2028 | |
| 35 | 19 avril 2029 | 26 avril 2029 |
| Description de | ||
|---|---|---|
| Les stipulations ci Sous |
||
| C.19 | du Sous-Jacent | - -dessus. |
| C.20 | Sous-Jacent de |
Le Sous ci-dessus. Des informations relatives au Sous Page Ecran : Bloomberg Code : ISX6EWND Index |
| Section D Risques |
||
| Description de |
| Section D Risques |
|||||
|---|---|---|---|---|---|
| Description de | |||||
| D.2 | Principaux risques au Garant |
devraient avoir une des options et des transactions sur options et devraient comprendre les risques transactions concernant compte ne soit prise. obligations au titre de la Garantie, dont certains sont en dehors de son Groupe BNPP, sont s s que -dessous : Emetteur : |
|||
| - ment les risques principaux concernant BNPP B.V., pris individuellement ou en Les actifs de BNPP B.V. sont |
Section D Risques
| Description de | ||
|---|---|---|
| ution des paiements qui lui sont dus au titre de certains contrats de contrats de couverture. |
||
| Risque de M | ||
| swap en principe, |
||
| Risque de C | ||
| - - - - acceptables. a3 |
||
| cette exposition, BNPP B.V. a conclu des conventions de compensation avec - |
||
| Garant : |
||
| (1) contrepartie de ses obligations vis- - r les participations en |
| Description de | |
|---|---|
| (2) accidentels ou naturels (inondations, incendies, tremblements de fraude, les risques en lien avec les ressources humaines, les - les risques fiscaux, l |
|
| (3) Risque de contrepartie manifest concern |
|
| (4) cette liste soit exhaustive, les taux de change, les cours des |
|
| (5) Risque de titrisation du portefeuille bancaire La titrisation est xpositions est |
| Description de | |
|---|---|
| bancaire | |
| (6) Les montants |
|
| (7) BNPP ne puisse pas honorer ses engagements o terme analysant la couverture des sorties nettes d |
|
| - | |
| Risques | |
| ie : risques | |
| (a) | |
| (b) | |
| (c) |
| Description de | ||
|---|---|---|
| (d) | ||
| (e) | ||
| (f) | ||
| (g) | ||
| (h) | ||
| (i) | engendrer des pertes significatives. | |
| (j) | BNPP doit assurer une gestion actif- | |
| (k) | ainsi que des nouvelles propositions de loi, pourraient affecter de | |
| (l) | ||
| (m) | ||
| (n) | En cas de non ces sanctions. |
|
| (o) |
| Description de | ||
|---|---|---|
| (p) fices attendus de ses acquisitions. |
||
| (q) | ||
| (r) Toute augmentation substantielle des provisions ou tout BNPP. |
||
| (s) pas tout risque de perte. |
||
| (t) de BNPP pourraient avoir un ef capitaux propres. |
||
| (u) | ||
| (v) Une intensification de la concurrence, par des acteurs bancaires et non bancaires, pourrait pes de BNPP. |
||
| (w) significatives. |
||
| (x) Toute int BNPP, pourrait provoquer des pertes significatives |
||
| (y) pou |
||
| D.3 | Principaux risques propres aux Titres |
certains facteurs qui |
| : | ||
| L |
| Description de | |
|---|---|
| L nant, entre autres, la Contrepartie du Swap . L pourraient af . Par affecter la valeur des Titres ; |
|
| L tout Titre, un |
|
| R au Garant |
|
| Une r | |
| C -dessous) ; |
|
| D Titres dans la Devise applicables. Dans ces circonstances, le paiement du principal et/ou des e ces Titres atile ; |
|
| Risques juridiques | |
| L perturbation additionnel optionnel peut avoir un e |
| Description de | |
|---|---|
| D les paiements convertible ou livrable; |
|
| D | |
| L | |
| R | |
| L | |
| U Titres (les investisseurs pourraient subir une perte partielle ou totale du montant de leur investissement) ; |
|
| secondaire pendant es, tels que la |
|
| - | |
| un Sous- rence (y compris des Titres Hybrides), et un |
| Description de | ||
|---|---|---|
| -Jacent incluent : |
||
| global depositary receipt ("GDR") ou American depositary receipt ("ADR"), des cas |
||
| R e produits |
||
| Produits Auto-callable | ||
| investissement. Le rendement de des Sous-Jacents de d activante. Les Produits Auto S automatique perte partielle de leur investissement. |
||
| D.6 | Avertissement sur les |
D.3 ci-dessus. |
| Risques | dans les Titres. | |
| Si le Garant e peut perdre tout ou partie de son investissement dans les Titres. |
||
| En outre, les investisseurs peuvent perdre tout ou partie de leur des Titres. |
Section E Offre
| Description de | ||
|---|---|---|
| E.2b | utilisation du produit de celle-ci |
|
| E.3 | conditions | - en France. 100.00% de leur montant nominal. |
| E.4 | physiques et morales pouvant influer sur |
-dessus, aucune personne offre, y compris des |
| E.7 |