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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
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
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.
9. Interest Basis: EURIBOR 3 months + 0.35 per cent. Floating Rate
(further particulars specified below)
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)
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.
For the avoidance of doubt, "Interest Period" shall
have the meaning specified in Condition 4(e)(viii).
(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
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
(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.
(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.
(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