Capital/Financing Update • Apr 17, 2018
Capital/Financing Update
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PROHIBITION OF SALES TO EEA 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 European Economic Area ("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 ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (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.
17 April 2018
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated July 12, 2017 and supplements to it dated 24 August 2017 and 1 March 2018, which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). 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. The Base Prospectus and any supplement(s) thereto will be published electronically the website on $\sigma$ f the London Stock Exchange plc at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html. 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.
| 1. | (i) | Series Number: | 36 |
|---|---|---|---|
| (i) | Tranche Number: | 1 | |
| 2. | Specified Currency: | Euro (" $EUR$ ") | |
| 3. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| $\rm(i)$ | Series: | EUR 20,000,000 | |
| (i) | Tranche: | EUR 20,000,000 |
| 4. | Issue Price: | 100%, of the Aggregate Nominal Amount | |
|---|---|---|---|
| 5. | (i) | Specified Denominations: | EUR 100,000 |
| (ii) | Calculation Amount: | EUR 100,000 | |
| 6. | (i) | Issue Date: | 18 April 2018 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 18 April 2033 | |
| 8. | Interest Basis: | CMS Reference Rate. | |
| (further particulars specified below) | |||
| 9. | Redemption/Payment Basis: | Redemption at par | |
| 10. | Change of Interest Basis: | Not Applicable | |
| 11. | Put/Call Options: | Not Applicable | |
| 12. | Notes: | Date(s) of relevant corporate authorisations for issuance of |
22 February 2018 (Board Authorisation) and 6 April 2018 (Decision to Issue) |
| 13. | Fixed Rate Note provisions | Not Applicable |
|---|---|---|
| 14. | Floating Rate Note provisions | Applicable |
| (i) | Interest Period(s): | Annually in arrears |
| (ii) | Specified Interest Payment Dates: | 18 April in each year, subject to adjustment in accordance with the Business Day Convention set out in (iv) below |
| (iii) | First Interest Payment Date: | 18 April 2019 |
| (iv) | Business Day Convention: | Modified Following Business Day Convention |
| (v) | Business Centre(s): | Target |
| (vi) | Manner in which the Rate(s) of Interest is/are to be determined: |
CMS Rate |
| (vii) | Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent): |
Natixis |
| (viii) | Screen Rate Determination: | Not Applicable |
|---|---|---|
| (ix) | ISDA Determination: | Not Applicable |
| (x) | CMS Rate | Applicable |
| • Multiplier: | Not Applicable | |
| · First Relevant Screen Page: | Reuters page ISDAFIX2, 20-year EUR CMS. | |
| • First Relevant Time: | Two business days prior to each Interest Period at 11.00 a.m. Frankfurt time |
|
| • First Reference Currency: | EUR | |
| • First Designated Maturity: | 18 April 2033 | |
| (xi) | Linear Interpolation: | Not Applicable |
| (xii) | Margin(s): | Not Applicable |
| (xiii) | Minimum Rate of Interest: | $0\%$ |
| (xiv) | Maximum Rate of Interest: | 5% |
| $\left( xy\right)$ | Day Count Fraction: | 30/360 |
| (xvi) | Interest Determination Date(s): | 2 business days prior to each Interest Period |
| (xvii) | Range Accrual: | Not Applicable |
| 15. | Range Accrual Notes | Not Applicable |
| 16. | Inflation Linked Notes provisions | Not Applicable |
| 17. | Zero Coupon Note provisions | Not Applicable |
| PROVISIONS RELATING TO REDEMPTION | ||
| 19. | Call Option: | Not Annlicoble |
| 18. | Call Option: | Not Applicable |
|---|---|---|
| 19. | Put Option: | Not Applicable |
| 20. | Final Redemption Amount | |
| $\rm(i)$ | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par |
| (ii) | Inflation Linked Redemption: | Not Applicable |
Early Redemption Amount of $21.$ At par each Note payable on redemption for taxation reasons or on event of default or other early redemption:
| 22. | Form of Notes: | Bearer Notes |
|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
||
| 23. | New Global Note ("NGN") | No. |
| 24. | Financial Centre(s): | Target |
| 25. | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
No. |
| 26. | Redenomination: | Not Applicable |
Signed on behalf of the Issuer:
By: Duly authorised Adul BELTIES DOUB
| (i) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from the Issue Date. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 375 |
Ratings:
The Notes to be issued are expected to be rated:
$S & P$ : BBB (stable)
Moody's: Baa2 (stable)
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
$\overline{4}$ YIELD (Fixed Rate Notes only)
Indication of yield:
Not Applicable
XS1807423105
ISIN Code:
| ------------- | |
|---|---|
| Common Code: | 180742310 |
| Book-entry clearing systems: | Euroclear Bank S.A./N.V./Clearstream Banking, société anonyme |
Delivery:
Delivery against payment
| Names and addresses of additional | |
|---|---|
| Paying Agent(s) (if any): | Calculation Agent: |
| Natixis | |
| 40 avenue des Terroirs de France | |
| 75012 Paris | |
| France | |
| Intended to be held in a manner which would allow Eurosystem |
|
| eligibility: | N٥ |
| DISTRIBUTION |
| U.S. Selling Restrictions: | TEFRA D |
|---|---|
| Stabilisation Manager(s) (if any): | Not Applicable |
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