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Société Générale — Capital/Financing Update 2013
Aug 27, 2013
1671_rns_2013-08-27_a29cf837-6523-46d5-8995-9522760dba3f.pdf
Capital/Financing Update
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FINAL TERMS DATED 27 AUGUST 2013
SOCIÉTÉ GÉNÉRALE
Issue of Euro 25,000,000 Floating Rate Notes due 2015 (the "Notes") to be consolidated and form a single series with the EUR 275,000,000 Floating Rate Notes due 2015 issued on 17 April 2013 (the "Tranche One Notes") under the €50,000,000,000 Euro Medium Term Note - Paris Registered Programme
PART A – CONTRACTUAL TERMS
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see "Subscription and Sale" in the Base Prospectus.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 19 November 2012 which received visa no.12-561 on 19 November 2012 from the Autorité des marchés financiers (the AMF) and the first supplement to the Base Prospectus dated 17 December 2012 (which received visa no.12-610 from the AMF on 17 December 2012), the second supplement to the Base Prospectus dated 19 February 2013 (which received visa no. 13-048 from the AMF on 19 February 2013), the third supplement to the Base Prospectus dated 8 March 2013 (which received visa no.13-068 from the AMF on 8 March 2013), the fourth supplement to the Base Prospectus dated 10 April 2013 (which received visa no.13-150 from the AMF on 10 April 2013), the fifth supplement to the Base Prospectus dated 15 May 2013 (which received visa no.13-216 from the AMF on 15 May 2013), the sixth supplement to the Base Prospectus dated 31 July 2013 (which received visa no.13-442 from the AMF on 31 July 2013) and the seventh supplement to the Base Prospectus dated 19 August 2013 (which received visa no.13-459 from the AMF on 19 August 2013) which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended by the 2010 PD Amending Directive (Directive 2010/73/EU) (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 as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the supplement to the Base Prospectus. Copies of the Base Prospectus, the supplements to the Base Prospectus and these Final Terms are available for inspection from the head office of the Issuer, the specified offices of the Paying Agents, on the website of the AMF (www.amf-france.org) and on the website of the Issuer (prospectus.socgen.com).
| 1. | Issuer: | Société Générale | |
|---|---|---|---|
| 2. | (i) | Series Number: | PA024/13-4 |
| (ii) | Tranche Number: | 2 |
| The Notes shall be consolidated and form a single series with the Tranche One Notes effective as of the Issue Date, but shall not be fungible with the Tranche One Notes until such time as interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note and the Clearing Systems recognise the Notes as fungible with the Tranche One Notes |
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|---|---|---|---|---|---|
| 3. | Specified Currency: | Euro ("€") | |||
| 4. | Aggregate Nominal Amount: | ||||
| (i) | Series: | €300,000,000 | |||
| (ii) | Tranche: | €25,000,000 | |||
| 5. | Issue Price: | 100.19 per cent. of the Aggregate Nominal Amount of Tranche 2 plus an amount of Euro 16,990.97 corresponding to accrued interest for 43 days from and including, 17 July 2013 to, but excluding, the Issue Date |
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| 6. | (i) | Specified Denomination: | €100,000 | ||
| (ii) | Calculation Amount: | €100,000 | |||
| 7. | (i) | Issue Date: | 29 August 2013 | ||
| (ii) | Interest Commencement Date: | 17 July 2013 | |||
| 8. | Maturity Date: | The Interest Payment Date scheduled to fall on or nearest to 17 April 2015. |
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| 9. | Interest Basis: | EURIBOR 3 months + 0.35 per cent. Floating Rate (further particulars specified below) |
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| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount (further particulars specified below) |
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| 11. | Change of Interest Basis: | Not Applicable | |||
| 12. | Put/Call Options: | Not Applicable | |||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||
| 13. | Fixed Rate Note Provisions | Not Applicable | |||
| 14. | Floating Rate Note Provisions | Applicable |
(i) Specified Period(s) (see Condition The Interest Payment Dates shall be each of 17
| 4(b)(i)(B) of the Terms and Conditions of the English Law Notes /Interest Payment Date(s): |
April, 17 July, 17 October and 17 January of each year from and including 17 October 2013 up to and including the Maturity Date; all such dates being subject to adjustment in accordance with the Business Day Convention specified below. |
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|---|---|---|---|---|
| For the avoidance of doubt, "Interest Period" shall have the meaning specified in Condition 4(e)(viii). |
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| (ii) | Business Day Convention: | Modified Following Business Day Convention | ||
| (iii) | Additional Business Centre(s): | Not Applicable | ||
| (iv) | Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | ||
| (v) | Party responsible for calculating the Rate of Interest and/or Interest Amount (if not the Calculation Agent): |
Not Applicable | ||
| (vi) | Screen Rate Determination: | |||
| – Reference Rate: |
EURIBOR 3 months | |||
| – Interest Determination Dates: |
The second day on which the TARGET2 System is open prior to the start of each Interest Period |
|||
| – Specified Time: |
11.00 a.m. Brussels time | |||
| – Relevant Screen Page: |
Reuters EURIBOR01 | |||
| – Reference Banks: |
As selected by the Fiscal Agent | |||
| (vii) | ISDA Determination: | Not Applicable | ||
| (viii) | Margin(s): | + 0.35 per cent. per annum | ||
| (ix) | Minimum Rate of Interest: | 0.00 per cent. per annum | ||
| (x) | Maximum Rate of Interest: | Not Applicable | ||
| (xi) | Day Count Fraction: | Actual/360 | ||
| (xii) | Rate Multiplier: | Not Applicable | ||
| 15. | Zero Coupon Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
16. Issuer's optional redemption (other than for taxation reasons): Not Applicable
| 17. | Redemption at the option of the Noteholders: |
Not Applicable | ||
|---|---|---|---|---|
| 18. | Final Redemption Amount: | €100,000 per Note of €100,000 Specified Denomination |
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| 19. | Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default: |
Condition 6(g) applies |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
20. Form of Notes:
| (i) | Form: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event |
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|---|---|---|---|---|---|
| (ii) | New Global Note: | Yes | |||
| 21. | "Payment Business Day" election in accordance with Condition 5(g) of the Terms and Conditions of the English Law Notes or other special provisions relating to Payment Business Days: |
Modified Following Payment Business Day | |||
| 22. | Additional Financial Centre(s) for the purposes of Condition 5(g) of the Terms and Conditions of the English Law Notes: |
Not Applicable | |||
| 23. | Talons for future Coupons to be attached to Definitive Bearer Notes: |
Not Applicable | |||
| 24. | Redenomination applicable: | Not Applicable | |||
| 25. | Consolidation applicable: | Not Applicable | |||
| 26. | Clearing | System Delivery Period (Condition 13 of the Terms and Conditions of the English Law Notes (Notices)): |
Same Day Delivery | ||
| 27. | Masse: | Not Applicable | |||
| 28. | Governing law: | The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law |
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for the issue of the Notes and admission to trading on Euronext Paris by Société Générale pursuant to its €50,000,000,000 Euro Medium Term Note - Paris Registered Programme for which purpose they are hereby submitted.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA024/13-4, Tranche 2.
Signed on behalf of the Issuer:
By: Sébastien Domanico, Global Head of Financial Institutions Origination, Debt Capital Markets
Duly authorised
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
| (i) | Listing: | Application has been made for the Notes to be listed on Euronext Paris with effect from 29 August 2013. |
|---|---|---|
| Application was made for the Tranche One Notes to be listed on Euronext Paris with effect from 17 April 2013. |
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| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 29 August 2013. |
| Application was made for the Tranche One Notes issued to be admitted to trading on Euronext Paris with effect from 17 April 2013. |
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| (iii) | Estimate of total expenses related to admission to trading: |
€1,750 |
2. RATINGS
Ratings: The Notes were rated A by Standard and Poor's Credit Market Services France S.A.S. ("S&P") on 23 August 2013, and are expected to be rated A2 by Moody's Investors Services Limited ("Moody's"), and A by Fitch Ratings Ltd ("Fitch")
The credit ratings referred to above are issued by S&P, Moody's and Fitch each of which is established in the European Union and is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies and appears on the list of credit rating agencies published on the website of the European Securities and Markets Authority (www.esma.europa.eu) in accordance with the CRA Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue 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 Base Prospectus |
|---|---|---|
| (ii) | Estimated net proceeds: | Not Applicable |
(iii) Estimated total expenses: Not Applicable
5. YIELD (Fixed Rate Notes only)
Indication of yield: Not Applicable
6. HISTORIC INTEREST RATES (Floating Rate Notes only)
Details of historic EURIBOR rates can be obtained from Reuters.
7. OPERATIONAL INFORMATION
- (i) ISIN Code: XS0916345381
- (ii) Temporary ISIN Code: XS0966004532
The Temporary ISIN Code will apply until such time as interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note and the Clearing Systems recognise the Notes as fungible with the Tranche One Notes
- (iii) Common Code: 91634538
- (iv) Temporary Common Code: 96600453
The Temporary Common Code will apply until such time as interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note and the Clearing Systems recognise the Notes as fungible with the Tranche One Notes
(v) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or Euroclear France and the relevant identification number(s):
(vi) Delivery: Delivery against payment
- (vii) Names and addresses of Additional Paying Agent(s) (if any):
- (viii) Intended to be held in a manner which would allow Eurosystem eligibility:
Not Applicable
Not Applicable
Yes
Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the 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 satisfaction of the Eurosystem eligibility criteria.
8. DISTRIBUTION
| (i) Method of distribution: |
Non-syndicated | ||||
|---|---|---|---|---|---|
| (ii) | If syndicated, Managers: |
names | of | Not Applicable | |
| (iii) | Date of Subscription Agreement: | Not Applicable | |||
| (iv) | Stabilising Manager (if any): | Not Applicable | |||
| 9. | If Dealer: |
non-syndicated, name |
of relevant |
Société Générale Bank and Trust | |
| 10. | U.S. selling restrictions: | Regulation S compliance category 2 | |||
| TEFRA D | |||||
| 11. | Additional selling restrictions: | Not Applicable | |||