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BNP Paribas — Capital/Financing Update 2019
Mar 6, 2019
1158_rns_2019-03-06_aa9f21af-c783-469d-9ba1-0495b61f067b.pdf
Capital/Financing Update
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MiFID II product governance / target market assessment – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients , each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Final Terms dated 5 March 2019
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83 Issue of RON 15,000,000 Fixed Rate Senior Non Preferred Notes due 7 March 2024 series 19036 under the €90,000,000,000 Euro Medium Term Note Programme (the Programme)
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 French Law Notes" in the Base Prospectus dated 5 July 2018 which received visa n° 18-288 from the Autorité des marchés financiers ("AMF") on 5 July 2018 and the Supplements to the Base Prospectus dated 6 August 2018, 9 November 2018 and 14 February 2019 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC, as amended (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive, and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplements to the Base Prospectus will also be available on the AMF website (www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext Paris. A copy of these Final Terms and the Base Prospectus and the Supplements to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents
| 1. | Issuer: | BNP Paribas | |
|---|---|---|---|
| 2. | (i) | Series Number: | 19036 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency: | Romanian Leu (RON) | |
| 4. | Aggregate Nominal Amount: | ||
| Series: | RON 15,000,000 | ||
| Tranche: | RON 15,000,000 | ||
| 5. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount | |
| 6. | Minimum Trading Size: | RON 500,000 | |
| 7. | (i) | Specified Denomination: | RON 500,000 |
| (ii) | Calculation Amount: | RON 500,000 | |
| 8. | (i) | Issue Date and Interest Commencement Date |
7 March 2019 |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not applicable | |
| 9. | (i) | Maturity Date: | 7 March 2024 |
| (ii) | Business Day Convention for Maturity Date: |
Not applicable | |
| 10. | Form of Notes: | Dematerialised bearer form (au porteur) | |
| 11. | Interest Basis: | 4.80 per cent. Fixed Rate (further particulars specified below) |
|
| 12. | Coupon Switch: | Not applicable | |
| 13. | Redemption/Payment Basis: | Redemption at par |
| 14. | Change of Interest Basis or Redemption/Payment Basis: |
Not applicable |
|---|---|---|
| 15. | Put/Call Options: | Not applicable |
| 16. | Exchange Rate: | Not applicable |
| 17. | Status of the Notes: | Senior Non Preferred Notes |
| MREL/TLAC Criteria Event: not applicable | ||
| 18. | Knock-in Event: | Not applicable |
| 19. | Knock-out Event: | Not applicable |
| 20. | Method of distribution: | Non-syndicated |
| 21. | Hybrid Notes: | Not applicable |
| 22. | Tax Gross-Up: | Condition 6(e) (No Gross-Up) of the Terms and Conditions of the French Law Notes not applicable |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 23. | Interest: | Applicable | ||
|---|---|---|---|---|
| Interest Period(s): | From and including the Interest Commencement Date to but excluding the Interest End Date. Each subsequent Interest Period will be the period from and including each Interest Payment Date to but excluding the following Interest Period End Date. |
|||
| Interest Period End Date(s): | 7 March in each year, from and including 7 March 2020 to and including 7 March 2024 |
|||
| Business Day Convention for Interest Period End Date(s): |
Not applicable | |||
| Interest Payment Date(s): | 7 March in each year, from and including 7 March 2020 to and including 7 March 2024 |
|||
| Business Day Convention for Interest Payment Date(s): |
Following | |||
| Party responsible for calculating the Rate(s) of Interest and Interest Amount(s): |
Not applicable | |||
| Margin(s): | Not applicable | |||
| Minimum Interest Rate: | As per conditions | |||
| Maximum Interest Rate: | Not applicable | |||
| Day Count Fraction: | Actual/Actual (ICMA), unadjusted | |||
| Determination Dates: | 7 March in each year | |||
| Accrual to Redemption: | Applicable | |||
| Rate of Interest: | Fixed Rate | |||
| Coupon Rate: | Not applicable | |||
| 24. | Fixed Rate Provisions: | Applicable | ||
| Fixed Rate of Interest: | 4.80 per cent. per annum payable annually in arrear on each Interest Payment Date |
| Fixed Coupon Amount(s): | RON 24,000 | ||
|---|---|---|---|
| Broken Amount(s): | Not applicable | ||
| Resettable Notes: | Not applicable | ||
| 25. | Floating Rate Provisions: | Not applicable | |
| 26. | Screen Rate Determination: | Not applicable | |
| 27. | ISDA Determination: | Not applicable | |
| 28. | FBF Determination: | Not applicable | |
| 29. | Zero Coupon Provisions: | Not applicable | |
| 30. | Index Linked Interest Provisions: | Not applicable | |
| 31. | Share Linked/ETI Share Linked Interest Provisions: |
Not applicable | |
| 32. | Inflation Linked Interest Provisions: | Not applicable | |
| 33. | Commodity Linked Interest Provisions: | Not applicable | |
| 34. | Fund Linked Interest Provisions: | Not applicable | |
| 35. | ETI Linked Interest Provisions: | Not applicable | |
| 36. | Foreign Exchange (FX) Rate Linked Interest Provisions: |
Not applicable | |
| 37. | Underlying Interest Rate Linked Interest Provisions: |
Not applicable | |
| 38. | Additional Business Centre(s) (Condition 3(e) of the Terms and Conditions of the English Law Notes or Condition 3(e) of the Terms and Conditions of the French Law Notes, as the case may be): |
Bucharest and TARGET2 | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 39. | Final Redemption: | Calculation Amount x 100 per cent. | |
| 40. | Final Payout: | Not applicable | |
| 41. | Automatic Early Redemption: | Not applicable | |
| 42. | Issuer Call Option: | Not applicable | |
| 43. | Noteholder Put Option: | Not applicable | |
| 44. | Aggregation: | Not applicable | |
| 45. | Index Linked Redemption Amount: | Not applicable | |
| 46. | Share Linked/ETI Share Linked Redemption Amount: |
Not applicable | |
| 47. | Inflation Linked Redemption Amount: | Not applicable | |
| 48. | Amount: | Commodity Linked Redemption | Not applicable |
| 49. | Fund Linked Redemption Amount: | Not applicable |
| 50. | Credit Linked Notes: | Not applicable | |
|---|---|---|---|
| 51. | ETI Linked Redemption Amount: | Not applicable | |
| 52. | Foreign Exchange (FX) Rate Linked Redemption Amount: |
Not applicable | |
| 53. | Underlying Interest Rate Linked Redemption Amount: |
Not applicable | |
| 54. | Events of Default for Senior Preferred | Not applicable | |
| 55. | Administrator/Benchmark Event: | Not applicable | |
| 56. | Early Redemption Amount(s): | Final Redemption Amount | |
| 57. | Provisions applicable to Physical Delivery: |
Not applicable | |
| 58. | Variation of Settlement: | ||
| Issuer's option to vary settlement: |
The Issuer does not have the option to vary settlement in respect of the Notes. |
||
| Variation of Settlement of Physical Delivery Notes: |
Not applicable | ||
| 59. | CNY Payment Disruption Event: | Not applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 60. | Form of Notes: | Bearer Notes: Dematerialised bearer form (au porteur) | |
| New Global Note: | No | ||
| 61. | Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): |
Bucharest and TARGET2 | |
| 62. | Identification information of Holders: | Not applicable | |
| 63. | Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): |
No | |
| 64. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and, if different from those specified in the Temporary Bearer Global Note or Permanent Bearer Global Note, consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
Not applicable | |
| 65. | Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: |
Not applicable | |
| 66. | Redenomination, renominalisation and reconventioning provisions: |
Not applicable |
| 67. | Masse (Condition 12 of the Terms and Conditions of the French Law Notes): |
Contractual representation of Noteholders/No masse shall apply |
|||
|---|---|---|---|---|---|
| 68. | Governing law: | French law | |||
| 69. | Calculation Agent: | Not applicable | |||
| DISTRIBUTION | |||||
| 70. | (i) | If syndicated, names (specifying Lead Manager): |
Not applicable | ||
| (ii) | Date Agreement |
οf | Subscription | Not applicable | |
| (iii) | Stabilisation Manager (if any): | Not applicable | |||
| (iv) | relevant Dealer: | If non-syndicated, name of | Erste Group Bank AG | ||
| 71. | Total commission and concession: | Not applicable | |||
| 72. | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA Not applicable | |||
| 73. | Non exempt Offer: | Not applicable | |||
| 74. | Prohibition of Sales to EEA Retail Investors: |
Applicable | |||
| 75. | United States Tax Considerations | The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986 |
PART B – OTHER INFORMATION
1. Listing and Admission to trading
| (i) | Listing and admission to trading: |
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the Euronext Paris Exchange with effect on or from the Issue Date. |
|---|---|---|
| (ii) | Estimate of total expenses | EUR 3,850 |
(ii) Estimate of total expenses related to admission to
trading:
2. Ratings
Ratings: The Notes are expected to be rated:
A- by S&P Global Ratings Europe Limited (S&P)
S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
3. Interests of Natural and Legal Persons Involved in the Issue
Save for the fees payable to the Dealer 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: | See "Use of Proceeds" wording in the Base Prospectus |
|---|---|---|
| (ii) | Estimated net proceeds: | RON 15,000,000 |
(iii) Estimated total expenses see above item I (ii)
5. Fixed Rate Notes only – Yield
Indication of yield: 4.80 per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not on indication of the future yield.
deposited with one of the ICSDs as common safe-keeper.
6. Operational Information
| (i) | ISIN: | FR0013406766 |
|---|---|---|
| (ii) | Common Code: | 196020373 |
| (iii) | Any clearing system(s) other than Euroclear France Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s): |
Not applicable |
| (iv) | Delivery: | Delivery free of payment |
| (v) | Additional Paying Agent(s) (if any): |
Not applicable |
| (vi) | 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 Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be |
Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
(vii) Name and address of Registration Agent:
Not applicable
7. EU Benchmark Regulation Not applicable