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Société Générale — Capital/Financing Update 2015
Jul 16, 2015
1671_rns_2015-07-16_595a4f59-44a1-487e-8c8a-649d915a6e0b.pdf
Capital/Financing Update
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FINAL TERMS DATED 15 JULY 2015
SOCIÉTÉ GÉNÉRALE
Issue of EUR 500,000,000 Floating Rate Notes due July 2017
(the Notes)
under the €50,000,000,000 Euro Medium Term Note – Paris Registered Programme (the Programme)
Series no.: PA043/15-7
Tranche no.: 1
Issue Price: 100 per cent.
Lead Manager Société Générale Bank & Trust
Co-Lead Managers Landesbank Baden-Württemberg Norddeutsche Landesbank - Girozentrale -
PART A – CONTRACTUAL TERMS
The Notes have not been, and will not be, registered under the U.S. 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 section headed "Subscription and Sale" in the Base Prospectus.
Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions) set forth under the heading "Terms and Conditions of the English Law Notes" in the base prospectus dated 17 March 2015 which received visa no.15-096 on 17 March 2015 from the Autorité des marchés financiers (the AMF), as supplemented by the supplements dated 26 March 2015, 19 May 2015 and 22 June 2015 which received visa no. 15-112, 15-207 and 15-288 from the AMF on 26 March 2015, 19 May 2015 and 22 June 2015, respectively (together, the Base Prospectus).
This document constitutes the final terms of the Notes (the Final Terms) described herein and must be read in conjunction with the Base Prospectus. 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. Copies of the Base Prospectus and these Final Terms are available for inspection and obtainable, upon request and free of charge, during usual business hours on any weekday from the head office of the Issuer and the specified offices of the Paying Agents. So long as Notes are outstanding, those documents will also be available on the websites of the AMF (www.amf-france.org) and of the Issuer (http://prospectus.socgen.com).
| 1. | (i) | Issuer: | Société Générale |
|---|---|---|---|
| 2. | (i) | Series Number: | PA 043/15-7 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency: | EUR | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | EUR 500,000,000 | |
| (ii) | Tranche: | EUR 500,000,000 | |
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount of the Tranche |
|
| 6. | (i) | Specified Denomination(s): | EUR 100,000 |
| (ii) | Calculation Amount: | EUR 100,000 | |
| 7. | (i) | Issue Date and Interest Commencement Date: |
17 July 2015 |
| 8. | Maturity Date: | The Interest Payment Date scheduled to fall on or nearest to 17 July 2017 |
|
| 9. | Interest Basis: | 3-month EURIBOR + 0.25 per cent. Floating Rate | |
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early 2 |
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 13. (i) Status: (ii) Date of corporate authorisations for issue of the Notes: Unsubordinated Notes Resolution of the Board of Directors dated 11 February 2015 and decision of the Issuer dated 10 July 2015
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 14. | Fixed Rate Note Provisions | Not Applicable | |
|---|---|---|---|
| 15. | Floating Rate Note Provisions | Applicable | |
| (i) | Interest Payment Date(s): | 17 January, 17 April, 17 July and 17 October in each year starting on 17 October 2015 up to and including the Maturity Date, in each case adjusted pursuant to the Business Day Convention specified below. |
|
| (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: | 3-month EURIBOR | |
| – | Interest Determination Date(s): |
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): | +0.25 per cent. 3 |
Conformed Copy
| (ix) | Minimum Rate of Interest: | Zero (0) per cent. per annum | |
|---|---|---|---|
| (x) | Maximum Rate of Interest: | Not Applicable | |
| (xi) | Day Count Fraction: | Actual/360 | |
| 16. | Zero Coupon Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 17. | Issuer's optional redemption (other than for taxation reasons): |
Not Applicable | |
| 18. | Redemption at the option of the Noteholders: |
Not Applicable | |
| 19. | Final Redemption Amount: | EUR 100,000 per Note of EUR 100,000 Specified Denomination |
|
| 20. | Early Redemption Amount(s) payable on redemption on Withholding Tax Event, Special Tax Event or on Event of Default: |
EUR 100,000 per Note of EUR 100,000 Specified Denomination |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
- 21. 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
- 22. "Payment Business Day" election in accordance with Condition 5(h) of the Terms and Conditions of the English Law Notes or other special provisions relating to Payment Business Days: Modified Following Payment Business Day
- 23. Additional Financial Centre(s) for the purposes of Condition 5(h) of the Terms and Conditions of the English Law Notes: Not Applicable
- 24. Talons for further Coupons to be attached to Definitive Bearer Notes: Not Applicable
- 25. Redenomination applicable: Not Applicable
-
26. Consolidation applicable: Not Applicable
-
27. Clearing System Delivery Period (Condition 13 of the Terms and Conditions of the English Law Notes (Notices)): Same Day Delivery
28. Governing law: The Notes and the Coupons and any noncontractual obligations arising out of or in connection with the Notes and the Coupons 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 PA043/15-7, Tranche 1.
Signed on behalf of the Issuer:
By:
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 the Issue Date. |
||
|---|---|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date. |
||
| There can be no assurance that the listing and trading of the Notes will be approved with effect on the Issue Date or at all. |
||||
| 2. | RATINGS | |||
| Ratings: | The Notes to be issued have been rated: | |||
| Standard and Poor's Ratings Services, a division of the McGraw Hill Companies Inc.: Moody's Investors Service Ltd.: Fitch Ratings: DBRS: The Credit ratings referred to above have been |
A A2 A AA (low) |
|||
| issued by Standard and Poor's Ratings Services, Moody's Investors Service Ltd, Fitch Ratings and DBRS, each of which is established European Union and is registered Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the CRA Regulation) and, as of the date hereof, appears on the list of credit rating agencies published on the website of the Securities and Markets (www.esma.europa.eu) in accordance with the CRA Regulation. |
in the under European Authority |
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
4. ESTIMATED TOTAL EXPENSES
Estimated total expenses: EUR 2,050
5. YIELD (Fixed Rate Notes only)
Indication of yield: Not Applicable
6. HISTORIC INTEREST RATES
Details of historic EURIBOR rates can be obtained from Reuters.
7. OPERATIONAL INFORMATION
| (i) | ISIN: | XS1260422560 | |
|---|---|---|---|
| (ii) | Common Code: | 126042256 | |
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or Euroclear France, SIX Swiss Exchange and the relevant identification number(s): |
Not Applicable | |
| (iv) | Delivery: | Delivery against payment | |
| (v) | Names and addresses of Additional Paying Agent(s) (if any): |
Not Applicable | |
| (vi) | Name and address of Swiss Paying Agent: |
Not Applicable | |
| (vii) | 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 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: | Syndicated | |
| (ii) | If syndicated: | ||
| (a) | Names of Managers: | Lead Manager: | |
| Société Générale Bank and Trust | |||
| Co-Lead Managers: | |||
Landesbank Baden-Württemberg
| (b) | Stabilising Manager (if any): | Not Applicable |
|---|---|---|
| (iii) | If non-syndicated, name of relevant Dealer: |
Not Applicable |
| (iv) | U.S. selling restrictions: | Regulation S compliance category 2 TEFRA D |
| (v) | Additional selling restrictions: | Not Applicable |
Norddeutsche Landesbank - Girozentrale -