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Société Générale — Capital/Financing Update 2016
Apr 7, 2016
1671_rns_2016-04-07_c736a195-1403-442b-95a3-7ef156236ae5.pdf
Capital/Financing Update
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FINAL TERMS DATED APRIL 5, 2016
SOCIETE GENERALE
Issue of U.S.\$500,000,000 Floating Rate Notes due 2021
under the U.S.\$25,000,000,000
U.S. Medium Term Note Program
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 "Plan of Distribution (Conflicts of Interest)" in the Base Prospectus referred to below.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated March 23, 2016 which received visa no. 16-093 from the Autorité des marches financiers (the "AMF") (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 on the prospectus to be published when securities are admitted to trading, as amended (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 such 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 from the head office of the Issuer, the specified offices of the Paying Agents, on the website of the AMF at www.amffrance.org and on the website of the Issuer (http://prospectus.socgen.com).
| 1 | (i) Series Number: | 07 | |
|---|---|---|---|
| (ii) Tranche Number: | 01 | ||
| (iii) Date on which the Notes become fungible: | Not Applicable | ||
| 2 | Specified Currency or Currencies: | United States Dollars (U.S.\$) | |
| 3 | Aggregate Nominal Amount of Notes: | ||
| (i) | Series: | U.S.\$500,000,000 | |
| (ii) | Tranche: | U.S.\$500,000,000 | |
| 4 | Issue Price: | 100 per cent. of the Aggregate Nominal Amount. | |
| 5 | (i) Specified Denominations: | U.S.\$200,000 and integral multiples of U.S.\$1,000 in excess thereof. |
|
| (ii) Calculation Amount: | U.S.\$1,000 | ||
| 6 | (i) Issue Date: | April 8, 2016 |
| (ii) Interest Commencement Date | Issue Date | |
|---|---|---|
| 7 | Maturity Date: | The Specified Interest Payment Date falling on or about April 8, 2021 |
| 8 | Interest Basis: | 3-month U.S.\$ LIBOR + 1.33 per cent. Floating Rate, with the initial interest rate determined on April 6, 2016 |
| 9 | 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. |
| 10 | Change of Interest Basis: | Not Applicable |
| 11 | Put/Call Options: | Not Applicable |
| 12 | Date Board approval for issuance of Notes obtained: |
Decisions of the Board of Directors of the Issuer dated February 10, 2016 and duly authorized officers of the Issuer, dated April 5, 2016. |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 13 | Fixed Rate Note Provisions | Not Applicable | ||
|---|---|---|---|---|
| 14 | Floating Rate Note Provisions | Applicable | ||
| (i) | Specified Period(s): | Not Applicable | ||
| (See Condition 3(b)(i)(B) of the Terms and Conditions of the Notes) |
||||
| (ii) | Specified Interest Payment Dates: | Each April 8, July 8, October 8 and January 8 beginning on July 8, 2016 and ending on the Maturity Date, subject to adjustment in accordance with the Business Day Convention set out in (iv) below |
||
| (iii) | First Interest Payment Date: | The Specified Interest Payment Date falling on or about July 8, 2016 |
||
| (iv) | Business Day Convention: | Modified Following Business Day Convention | ||
| (v) | Business Center(s): | New York | ||
| (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(s) (if not the Fiscal and Paying Agent): |
Not Applicable | |||
| (viii)Screen Rate Determination: |
| – Reference Rate: | 3-month U.S.\$ LIBOR | |
|---|---|---|
| – Interest Determination Date(s): | Two London business days prior to the relevant Interest Payment Date |
|
| – Relevant Screen Page: | Reuters Page LIBOR01 | |
| (ix) ISDA Determination: |
||
| – Floating Rate Option: | Not Applicable | |
| – Designated Maturity: | Not Applicable | |
| – Reset Date: | Not Applicable | |
| – ISDA Definitions: | Not Applicable | |
| (x) Margin(s): |
+1.33 per cent. per annum | |
| (xi) Minimum Rate of Interest: |
0.00 per cent. per annum | |
| (xii) Maximum Rate of Interest: | Not Applicable | |
| (xiii)Day Count Fraction: | Actual/360 | |
| PROVISIONS RELATING TO REDEMPTION | ||
| 15 | Issuer Call | Not Applicable |
| 16 | Noteholder Put | Not Applicable |
| 17 Early Redemption Amount |
||
| Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default or other early redemption: |
U.S.\$ 1,000 per Calculation Amount | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
| 18 | Form of Notes: | |
| Registered Notes: | ||
| Regulation S Global Note registered in the name of a nominee for DTC |
||
| Rule 144A Global Note registered in the name of a nominee for DTC |
||
| 19 | Additional Financial Center(s) or other special provisions relating to payment dates: |
Not Applicable |
PURPOSE OF FINAL TERMS
This Final Terms comprises the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the U.S.\$25,000,000,000 U.S. Medium Term Notes Program of Societe Generale.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Societe Generale:
By: ............................................
Duly authorized
PART B – OTHER INFORMATION
1 LISTING
(ii) Estimate of total expenses related to listing and admission to trading EUR 8,700
2 RATINGS
(i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on Euronext Paris and admitted to trading on Euronext Paris with effect from April 8, 2016.
Ratings: On April 8, 2016, the Notes are expected to be rated:
S & P: A
Moody's: A2
Fitch: A
S&P, Moody's and Fitch are established in the European Union and registered under Regulation (EC) No 1060/2009 as amended by Regulation (EC) No 513/2011 (the "CRA Regulation"). As such S&P, Moody's and Fitch are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Neither the rating agency nor the Issuer is obligated to provide you with any notice of any suspension, change or withdrawal of any rating. The rating agencies have informed us that investors may have access to the latest ratings on their websites (respectively: www.moodys.com, www.standardandpoors.com and www.fitchratings.com).
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Plan of Distribution (Conflicts of Interest)" in the Base Prospectus dated March 23, 2016, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
4 REASONS FOR THE OFFER
Reasons for the offer: Please see the reasons set out under "Use of Proceeds" in
the Base Prospectus.
5 Fixed Rate Notes only – YIELD
Indication of yield: Not Applicable
6 HISTORIC INTEREST RATES (Floating Rate Notes only)
Applicable
Details of historic LIBOR rates can be obtained from Reuters.
7 OPERATIONAL INFORMATION
| ISIN Codes: | 144A: US83368RAH57, Reg S: US83368TAE82 | |
|---|---|---|
| Common Codes: | 144A: 139293495, Reg S: 139293550 | |
| CUSIP(s): | 144A: 83368RAH5, Reg S: 83368TAE8 | |
| Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and DTC and the relevant identification number(s): |
Not Applicable | |
| Delivery: | Delivery free of payment | |
| Names and addresses of initial Paying Agent(s): | U.S. Bank National Association 100 Wall Street — 16th floor New York, NY 10005 United States of America |
|
| Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable. | |
| DISTRIBUTION | ||
| 8 | (i) If syndicated, names of Managers: | SG Americas Securities, LLC RBC Capital Markets, LLC Santander Investment Securities Inc. TD Securities (USA) LLC |
| (ii) Stabilising Manager(s) (if any): | SG Americas Securities, LLC | |
| 9 | If non-syndicated, name of Dealer: | Not Applicable |
| 10 | U.S. Selling Restrictions: | Rule 144A/Reg. S Compliance Category 2; TEFRA not applicable |