Capital/Financing Update • Mar 21, 2019
Capital/Financing Update
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MIFID II PRODUCT GOVERNANCE/ PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes 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.
21 March 2019
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 July 2018 and supplements to it dated 24 August 2018 and 27 February 2019 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 on the website of the London Stock Exchange plc at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.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. | $\rm(i)$ | Series Number: | 44 |
|---|---|---|---|
| (ii) | Tranche Number: | 1 | |
| 2. | Specified Currency: | Euro ("EUR") | |
| 3. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| $\left($ i | Series: | EUR 750,000,000 | |
| (i) | Tranche: | EUR 750,000,000 |
| 4. | Issue Price: | 100.00%, of the Aggregate Nominal Amount | |
|---|---|---|---|
| 5. | (i) | Specified Denominations: | EUR 100,000 |
| (ii) | Calculation Amount: | EUR 100,000 | |
| 6. | (i) | Issue Date: | 22 March 2019 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 22 March 2021 | |
| 8. | Interest Basis: | 3 Months Euribor + 0.35% Floating 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 |
21 February 2019 (Board Authorisation) and 15 March 2019 (Decision to Issue) |
$\sim 10^{-1}$
| 13. | Fixed Rate Note provisions | Not Applicable |
|---|---|---|
| 14. | Floating Rate Note provisions | Applicable |
| (i) | Interest Period(s): | Quarterly in arrears, in accordance with the Business Day Convention |
| (ii) | Specified Interest Payment Dates: | 22 June, 22 September, 22 December and 22 March in each year from and including the Interest Payment Date falling on or nearest to 22 June 2019 up to and including the Maturity Date, all subject to adjustment in accordance with the Business Day Convention set out in (iv) below |
| (iii) | First Interest Payment Date: | 22 June 2019 |
| (iv) | Business Day Convention: | Adjusted, Modified Following Business Day Convention |
| (v) | Business Centre(s): | TARGET |
|---|---|---|
| (vi) | Manner in which the Rate(s) of Interest is/are to be determined: |
Screen Rate Determination |
| (vii) | Party responsible for calculating the Rate(s) of Interest and/or Interest Amount (if not the Agent): |
Deutsche Bank AG, London Branch (the "Agent") |
| (viii) | Screen Rate Determination: | Applicable |
| • Reference Rate: | EURIBOR | |
| • Designated Maturity: | 3 Months | |
| • Relevant Screen Page: | Reuters page EURIBOR01 | |
| • Relevant Time: | 11.00 a.m. Brussels time | |
| (ix) | ISDA Determination: | Not Applicable |
| (x) | CMS Rate | Not Applicable |
| (xi) | Linear Interpolation: | Not Applicable |
| (xii) | $Margin(s)$ : | 0.35% per annum |
| (xiii) | Minimum Rate of Interest: | 0% |
| (xiv) | Maximum Rate of Interest: | Not Applicable |
| $\left( xy\right)$ | Day Count Fraction: | Actual/360 |
| (xvi) | Interest Determination Date(s): | The second day on which the TARGET 2 System is open prior to the start of 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 |
| 18. | Call Option: | Not Applicable |
|---|---|---|
| ----- | -------------- | ---------------- |
| 19. | Put Option: | Not Applicable |
|---|---|---|
| 20. | Final Redemption Amount | |
| (i) | Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes: |
At par |
| (ii) | Inflation Linked Redemption: | Not Applicable |
| 21. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default or other early redemption: |
At par |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 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") | Yes |
| 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: Adil BELTIEJDOUIS By: C Duly authorised
| (i) | Admission to trading: | Application is expected to be 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: |
£4,560 |
Ratings:
The Notes to be issued are expected to be rated:
S & P Global Ratings Europe Limited ("S & P"): BBB (stable)
Moody's Deutschland GmbH ("Moody's"): Baa2 (stable)
Each of S & P and Moody's is established in the European Union, registered under Regulation (EC) No. 1060/2009, as amended (the CRA Regulation) and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu/page/List-registered-andcertified-CRAs) in accordance with CRA Regulation
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. Société Générale 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.
$\overline{\mathbf{4}}$ YIELD (Fixed Rate Notes only)
Indication of yield:
Not Applicable
Benchmarks:
Amounts payable under the Notes will be calculated by reference to Euribor which is provided by the European Money Markets Institute. As at the date of these Final Terms, the European Money Markets Institute does not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation"). As far as the Issuer is aware, the transitional provisions set forth in Article 51 of the Benchmark regulation apply such that the European Money Markets Institute is not currently required to obtain authorisation or registration.
| ISIN Code: | XS1967602027 |
|---|---|
| Common Code: | 196760202 |
| FISN/s: | Not Applicable |
| CFI code/s | Not Applicable |
| Book-entry clearing systems | Euroclear Bank S.A./N.V. |
| Delivery: | Delivery against payment |
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all |
times during their life. Such recognition will depend upon the ECB being satisfied that the Eurosystem eligibility criteria have been met.
U.S. Selling Restrictions: Stabilisation Manager(s) (if any):
TEFRA D Not Applicable
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