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BNP Paribas — Capital/Financing Update 2019
Jan 24, 2019
1158_rns_2019-01-24_4a10c1e0-46c6-4db7-a3aa-99f89fc10e0a.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 manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
Final Terms dated 23 January 2019
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of CZK 501,000,000 Floating Rate Senior Non Preferred Notes due January 2024 series 18989
under the €90,000,000,000
Euro Medium Term Note Programme
(the Programme)
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
PART A– CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the 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 and 9 November 2018 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 constitute 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 Supplement to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplement to the Base Prospectus will also be available on the AMF website (www.amffrance.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 Supplement to the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents. Issuer:
| 1. | Issuer | BNP Paribas | |
|---|---|---|---|
| 2. | (i) | Series Number: | E18989 |
| Tranche Number: | 1 | ||
| 3. | Specified Currency: | Czech Koruna (CZK) | |
| 4. | Aggregate Nominal Amount: | ||
| Series: | CZK 501,000,000 | ||
| Tranche: | CZK 501,000,000 | ||
| 5. | Issue Price of Tranche: | 100.00 per cent. of the Aggregate Nominal Amount | |
| 6. | Minimum Trading Size: | CZK 3,000,000 | |
| 7. | (i) | Specified Denomination: | CZK 3,000,000 |
| (ii) | Calculation Amount: | CZK 3,000,000 | |
| 8. | (i) | Issue Date and Interest Commencement Date: |
25 January 2019 |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not applicable | |
| 9. | (i) | Maturity Date: | Interest Payment Date falling in or nearest to 25 January 2024 |
| (ii) | Business Day Convention for Maturity Date: |
Modified Following | |
| 10. | Form of Notes: | Dematerialised bearer form (au porteur) | |
| 11. | Interest Basis: | 3-months PRIBOR Floating Rate plus 0.78 per cent. | |
| 12. | Coupon Switch: | Not applicable | |
| Pre-Switch Coupon: | Not applicable | |
|---|---|---|
| Post-Switch Coupon: | Not applicable | |
| Additional Switch Coupon: | Not applicable | |
| Coupon Switch Date(s): | 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): | January 25, April 25, July 25 and October 25 each year, from and including April 25, 2019 and including January 25, 2024 |
|||
| Business Day Convention for Interest Period End Date(s): |
Modified Following | |||
| Interest Payment Date(s): | Each January 25, April 25, July 25 and October 25 each year, first on April 25, 2019 |
|||
| Business Day Convention for Interest Payment Date(s): |
Modified Following | |||
| Party responsible for calculating the Rate(s) of Interest and Interest Amount(s): |
BNP Paribas Securities Services | |||
| Margin(s): | Not applicable | |||
| Minimum Interest Rate: | Not applicable | |||
| Maximum Interest Rate: | Not applicable | |||
| Day Count Fraction: | Act/360, adjusted | |||
| Determination Dates: | Not applicable |
| Accrual to Redemption: | Applicable | ||
|---|---|---|---|
| Rate of Interest: | Floating Rate | ||
| 24. | Fixed Rate Provisions: | Not applicable | |
| 25. | Floating Rate Provisions: | Applicable | |
| Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | ||
| Linear Interpolation: | Not applicable | ||
| 26. | Screen Rate Determination: | Applicable | |
| Reference Rate: | 3 month PRIBOR | ||
| Interest Determination Date(s): | 2 Business Days in Prague for CZK prior to the first day in each Interest Period |
||
| Specified Time: | 11:00 am Prague time | ||
| Relevant Screen Page: | Reuters Page "PRIBOR=" | ||
| 27. | ISDA Determination: | Not applicable | |
| 28. | FBF Determination: | Not applicable | |
| 29. | Zero Coupon Provisions: | Not applicable | |
| 30. | Index Linked Interest Provisions: | Not applicable | |
| 31. | Provisions: | Share Linked/ETI Share Linked Interest | 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. | Provisions: | Underlying Interest Rate Linked Interest | 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): |
Prague 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. | Commodity Linked Redemption Amount: |
Not applicable |
| 49. | Fund Linked Redemption Amount: | Not applicable |
| 50. | Credit Linked Notes: | Not applicable |
| 51. | ETI Linked Redemption Amount: | Not applicable |
| 52. | Foreign Exchange (FX) Rate Linked Redemption Amount: |
Not applicable |
| 53. | Underlying Interest Rate Linked Redemption Amount: |
Not applicable |
| 54. | Events of Default for Senior Preferred Notes: |
Not applicable |
| 55. | Administrator/Benchmark Event: | Applicable |
| 56. | Early Redemption Amount(s): | Calculation Amount Percentage: Calculation Amount x 100 per cent |
| 57. | Provisions applicable to Physical Delivery: |
Not applicable |
| 58. | Variation of Settlement: | The Issuer does not have the option to vary settlement in respect of the Notes. |
| Issuer's option to vary settlement: |
Not applicable | |
| 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: | 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): |
Prague and TARGET2 |
| 62. | Identification information of Holders: | Not applicable |
| 63. | Talons for future Coupons or Receipts | No |
| to be attached to definitive Notes (and dates on which such Talons mature): |
|||
|---|---|---|---|
| 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): |
Not applicable | |
| 68. | Governing law: | French law | |
| 69. | Calculation Agent: | BNP Paribas Securities Services | |
| DISTRIBUTION | |||
| 70. | (i) | If syndicated, names of Managers (specifying Lead Manager): |
Not applicable |
| Date of Subscription Agreement: |
Not applicable | ||
| Stabilisation Manager (if any): | Not applicable | ||
| If non-syndicated, name of relevant Dealer: |
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. | Investors: | Prohibition of Sales to EEA Retail | Applicable |
| 75. | United States Tax Considerations | The Securities are not Specified Securities for purposes 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 around the Issue Date. (ii) Estimate of total expenses related to admission to trading: EUR 3,850 2. Ratings Ratings: The Notes to be issued are expected to be rated: A- by Standard & Poor's Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) 3. Reasons for the Offer, Estimated Net Proceeds and Total Expenses1 (i) Reasons for the offer: See "Use of Proceeds" wording in the Base Prospectus (ii) Estimated net proceeds: CZK 501,000,000 (iii) Estimated total expenses: see item 1 (ii) above
4. Floating Rate Notes only – Historic Interest Rates
Details of historic PRIBOR rates can be obtained from Reuters page "PRIBOR="
5. Operational Information
| (i) | ISIN: | FR0013398435 |
|---|---|---|
| (ii) | Common Code: | 194098618 |
| (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 deposited with one of the ICSDs as common safe-keeper . Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
Not applicable
(vii) Name and address of Registration Agent:
6. EU Benchmarks Regulation
EU Benchmarks Regulation: Article 29(2) statement on benchmarks:
Amounts payable under the Notes are calculated by reference to PRIBOR, which is provided by the Czech Central Bank.
As at the date of these Final Terms, the Czech Central Bank is not in the register of Administrators and Benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the "BMR")