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BNP Paribas — Capital/Financing Update 2021
Mar 26, 2021
1158_rns_2021-03-26_ff437d25-d145-4204-a7ee-1e158ad78c95.pdf
Capital/Financing Update
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PROHIBITION OF SALES TO EEA INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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 MiFID II; and (ii) all channels for distribution of the Notes 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 24 March 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of CZK 123,000,000 1.36 % Senior Non Preferred Notes due December 2027 (to be consolidated and form a single series with the existing CZK 117,000,000 1.36 % Senior Non Preferred Notes due December 2027 issued on 9 December 2020)
Series E19394
ISIN Code: FR0014000XZ3
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 Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
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 3 July 2020 which received approval n° 20-314 from the Autorité des marchés financiers ("AMF") on 3 July 2020 and the Supplements to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate) which together constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in conjunction with the Base Prospectus to obtain all relevant information. The Base Prospectus and, any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at 16, boulevard des Italiens, 75009, Paris, France and www.invest.bnpparibas.com and https://ratesglobalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and copies may be obtained free of charge at the specified office of the Principal Paying Agent.
| 1. | Issuer: | BNP Paribas | |
|---|---|---|---|
| 2. | (i) | Trade Date: | 19 March 2021 |
| Series Number: | E19394 | ||
| Tranche Number: | 2 | ||
| 3. | Specified Currency: | Czeck Koruna ("CZK") | |
| 4. | Aggregate Nominal Amount: | ||
| Series: | CZK 240,000,000 | ||
| Tranche: | CZK 123,000,000 | ||
| The Notes will be consolidated and form a single series with the Issuer's issue of CZK 117,000,000 1.36 % Senior Non Preferred Notes due December 2027 issued on 9 December 2020 |
|||
| 5. | Issue Price of Tranche: | 94.80 per cent. of the Aggregate Nominal Amount (plus accrued interest from and including the Interest Commencement Date to but excluding the Issue Date amounting to CZK 497,193.33) |
|
| 6. | Minimum Trading Size: | CZK 3,000,000 | |
| 7. | (i) | Specified Denomination: | CZK 3,000,000 |
| Calculation Amount: | CZK 3,000,000 | ||
| 8. | (i) | Issue Date: | 26 March 2021 |
| Interest Commencement Date: |
9 December 2020 | ||
| 9. | (i) | Maturity Date: | 9 December 2027 |
| (ii) | Business Day Convention for Maturity Date: |
Modified Following | |
| 10. | Form of Notes: | Bearer | |
| 11. | Interest Basis: | 1.36 per cent. Fixed Rate per annum | |
| 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): | As per Conditions | |||
| Interest Period End Date(s): |
9 December in each year, from and including 9 December 2021 to and including the Maturity Date |
|||
| Business Day Convention for Interest Period End Date(s): |
Modified Following | |||
| Interest Payment Date(s): | 9 December in each year, from and including 9 December 2021 to and including the Maturity Date |
|||
| Business Day Convention for Interest Payment Date(s): |
Modified Following | |||
| Party responsible for calculating the Rate(s) of Interest and Interest Amount(s): |
See item 68 below | |||
| Margin(s): | Not applicable | |||
| Minimum Interest Rate: | Not applicable | |||
| Maximum Interest Rate: | Not applicable | |||
| Day Count Fraction: | 30/360 / unadjusted | |||
| Determination Dates: | 9 December in each year, from and including 9 December 2021 to and including the Maturity Date |
|||
| Accrual to Redemption: | Not applicable | |||
| Rate of Interest: | Fixed Rate | |||
| Coupon Rate: | Not applicable | |||
| 24. | Fixed Rate Provisions: | Applicable | ||
| Fixed Rate(s) of Interest: | 1.36 per cent. per annum payable annually in arrear on each Interest Payment Date |
|||
| Fixed Coupon Amount(s): | CZK 40,800 per Calculation Amount |
| 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. | may be): | 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 |
Prague and TARGET 2 System |
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 Preferred Notes: |
for Senior |
Not applicable |
| 55. | Administrator/Benchmark Event: | Not applicable | ||
| 56. | Early Redemption Amount(s) | Article 45b2(b) BRRD: Not applicable | ||
| 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: | ||
| New Global Note: | No | |||
| Dematerialised Notes | ||||
| Bearer dematerialised form (au porteur) | ||||
| 61. | Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): |
Prague and TARGET 2 System | ||
| 62. | Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): |
No | ||
| 63. | 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 | ||
| 64. | Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: |
Not applicable |
| 65. | Redenomination, renominalisation and reconventioning provisions: |
Not applicable | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 66. | Masse (Condition 12 of the Terms and Conditions of the French Law Notes): |
Contractual representation of Noteholders/No Masse shall apply. |
|||||||||
| 67. | Governing law: | French law | |||||||||
| 68. | Calculation Agent: | BNP Paribas Securities Services | |||||||||
| DISTRIBUTION | |||||||||||
| 69. | (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 | ||||||||||
| 70. | Total commission and concession: | Not applicable | |||||||||
| 71. | U.S. Selling Restrictions: | Reg. S Compliance Category 2, TEFRA not applicable |
|||||||||
| 72. | Non exempt Offer: | Not applicable | |||||||||
| 73. | Prohibition of Sales to EEA and UK Retail Investors: |
Applicable | |||||||||
| 74. | United States Tax Considerations | The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986. |
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
By: ____________________________ Duly authorised
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 Euronext Paris with effect from/on or around the Issue Date.
- (ii) Estimate of total expenses related to admission to trading: EUR 2,100
2. Ratings
Ratings: The Notes have not been rated.
3. Interests of Natural and Legal Persons Involved in the Issue/Offer
Save for the fees of Managers/Dealers so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4. Performance of Index / Share / Commodity / Inflation Index / Foreign Exchange Rate / Fund / Reference Entity/Entities / ETI Interest / Formula and Other Information concerning the Underlying Reference
Not applicable
5. Operational Information
| (i) | ISIN: | FR0014000XZ3 after 40 days | FR0014002NH8 to be immediately fungible with | ||||
|---|---|---|---|---|---|---|---|
| (ii) | Common Code: | 232521414 | to | be | immediately | fungible | with |
| 227037687 after 40 days | ||
|---|---|---|
| (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) | CMU Instrument No.: | Not applicable |
| (vii) | CMU Lodging Agent: | Not applicable |
| (viii) | CMU Paying Agent: | Not applicable |
(ix) 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. |
||
|---|---|---|
| (x) | Name and address of Registration Agent: |
Not applicable |
- 6. Terms and Conditions of the Non-Exempt Offer Not applicable
- 7. Intermediaries with a Firm Commitment to Act Not applicable
- 8. Placing and Underwriting Not applicable
9. Fixed Rate Notes only – Yield
Indication of yield: 2.20 per cent.
As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
- 10. Floating Rate Notes only – Performance of Rates Not applicable
- 11. EU Benchmarks Regulation Not applicable