PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
- a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market assessment - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that:
- the target market for the Notes is eligible counterparties and professional clients each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and all channels for distribution to eligible counterparties and professional clients are appropriate; and subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. 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, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
UK MiFIR product governance / target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU nonlegislative materials"), has led to the conclusion that:
- the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR")
1
Final Terms dated 27 July 2023
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 8,300,000 3 year EUR Capped Floored Floater Notes due 27 July 2026
Series: XS2658289496
under the
Euro Medium Term Note Programme
(the Programme)
2
PART A- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the sections entitled "Terms and Conditions of the English Law Notes" in the Base Prospectus dated 30 June 2023 which received approval n° 23-268 from the Autorité des marchés financiers ("AMF") on 30 June 2023 and the Supplements to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate) which together constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in conjunction with the Base Prospectus to obtain all relevant information. A summary of the Notes is annexed to these Final Terms. The Base Prospectus and any
Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at BNP Paribas
16,boulevard des Italiens 75009 Paris, France and https:// invest.bnpparibas.com/en/search/debt/documents and copies may be obtained free of charge at the specified office of the Principal Paying Agent
1. | Issuer: | BNP Paribas | |
2. | (i) | Trade Date: | 20 July 2023 |
(ii) | Series Number: | 20007 | |
(ii) | Tranche Number: | 1 | |
3. | Specified Currency: | Euro ("EUR") |
4. Aggregate Nominal Amount:
Series: | EUR 8,300,000 | ||
Tranche: | EUR 8,300,000 | ||
5. | Issue Price of Tranche: | 100 per cent of the Aggregate Nominal Amount | |
6. | Minimum Trading Size: | EUR 100,000 | |
7. | (i) | Specified Denomination: | EUR 100,000 |
(ii) | Calculation Amount: | EUR 100,000 | |
8. | (i) | Issue Date: | 27 July 2023 |
(ii) | Interest Commencement | Issue Date | |
Date: | |||
9. | (i) | Maturity Date: | 27 July 2026 |
(ii) | Business Day Convention for | Modified Following | |
Maturity Date: | |||
10. | Form of Notes: | Bearer | |
11. | Interest Basis: | 3 month EURIBOR Floating Rate | |
(further particulars specified below) |
3
12. | Coupon Switch: | Not applicable | |||||||
13. | Redemption/Payment Basis: | Redemption at par | |||||||
Payout Switch: Not applicable | |||||||||
14. | Change of Interest Basis or | Not applicable | |||||||
Redemption/Payment Basis: | |||||||||
15. | Put/Call Options: | Not applicable | |||||||
16. | Exchange Rate: | Not applicable | |||||||
17. | Status of the Notes: | Senior Preferred Notes | |||||||
MREL/TLAC Disqualification Event: Not applicable | |||||||||
Prior approval of the Relevant Regulator for Senior | |||||||||
Preferred Notes: Not Applicable | |||||||||
18. | Knock-in Event: | Not applicable | |||||||
19. | Knock-out Event: | Not applicable | |||||||
20. | Method of distribution: | Non-syndicated | |||||||
21. | Hybrid Notes: | Not applicable | |||||||
22. | Tax Gross-Up: | Condition 6(d) (No | Gross-Up) of the Terms and | ||||||
Conditions of the English Law Notes not applicable | |||||||||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||||||
23. | Interest: | Applicable | |||||||
(i) | Interest Period(s): | ||||||||
t | Observation | Interest | Interest | ||||||
Datet | Period Start | Period End | |||||||
Datet | Datet | ||||||||
1 | 25 July 2023 | 27 | July 2023 | 27 | October | ||||
2023 | |||||||||
2 | 25 October | 27 | October | 27 | January | ||||
2023 | 2023 | 2024 | |||||||
3 | 25 January | 27 | January | 27 | April 2024 | ||||
2024 | 2024 | ||||||||
4 | 25 April 2024 | 27 | April 2024 | 27 | July 2024 | ||||
5 | 25 July 2024 | 27 | July 2024 | 27 | October | ||||
2024 | |||||||||
6 | 24 October | 27 | October | 27 | January | ||||
2024 | 2024 | 2025 | |||||||
7 | 23 January | 27 | January | 27 | April 2025 | ||||
2025 | 2025 | ||||||||
8 | 24 April 2025 | 27 | April 2025 | 27 | July 2025 | ||||
9 | 24 July 2025 | 27 | July 2025 | 27 | October | ||||
2025 | |||||||||
10 | 23 October | 27 | October | 27 | January | ||||
2025 | 2025 | 2026 |
4
- Interest Period End Date(s):
- Business Day Convention for Interest Period End Date(s):
- Interest Payment Date(s):
- Business Day Convention for Interest Payment Date(s):
- Party responsible for calculating the Rate(s) of Interest and Interest Amount(s):
- Margin(s):
- Minimum Interest Rate
- Maximum Interest Rate:
- Day Count Fraction:
- Determination Dates:
- Accrual to Redemption:
- Rate of Interest:
- Coupon Rate:
- Fixed Rate Provisions:
- Resettable Notes:
- Floating Rate Provisions:
11 | 23 | January | 27 | January | 27 | April 2026 |
2026 | 2026 | |||||
12 | 23 | April 2026 | 27 | April 2026 | 27 | July 2026 |
Each Interest Payment Datet
Not applicable
Each of the Interest Payment Date set out in the column entitled "Each Interest Payment Datet" in the below:
t | Interest Payment Datet | |
1 | 27 | October 2023 |
2 | 29 | January 2024 |
3 | 29 | April 2024 |
4 | 29 | July 2024 |
5 | 28 | October 2024 |
6 | 27 | January 2025 |
7 | 28 | April 2025 |
8 | 28 | July2025 |
9 | 27 | October 2025 |
10 | 27 | January 2026 |
11 | 27 | April 2026 |
12 | 27 | July 2026 |
Modified Following
BNP Paribas
Not applicable Not applicable Not applicable 30/360, Unadjusted Not applicable Applicable Floating Rate
Not applicable
Not applicable
Not applicable
Applicable
5
Combination Floater Coupon
Where: | ||||
n means 1 | ||||
Global Cap means 5%% | ||||
Global Floor means 0.00% | ||||
Local Cap is Not applicable | ||||
Local Floor is Not applicable | ||||
Global Margin 0.62%% | ||||
Gearing means 100.00% | ||||
FI Rate(i) means Rate | ||||
3 month EURIBOR means the 3-month EURIBOR rate | ||||
as quoted on Reuters page EURIBOR01 at 11:00 am | ||||
Brussels Time, on each Underlying Interest | ||||
Determination Date | ||||
t means (from 1 to 12) means the relevant FI Interest | ||||
Valuation Date | ||||
FI Interest Valuation Date means each Underlying | ||||
Interest Determination Date | ||||
(i) | Manner in which the Rate of | Screen Rate Determination | ||
Interest and Interest Amount | ||||
is to be determined: | ||||
(ii) | Linear Interpolation: | Not applicable | ||
27. | Screen Rate Determination: | Applicable | ||
(i) | Reference Rate: | 3 month EURIBOR | ||
(ii) | Interest | Determination | Second Brussels Business Day prior to the start of each | |
Date(s): | Interest Period | |||
(iii) | Specified Time: | 11:00 am, Brussels time | ||
(iv) | Relevant Screen Page: | Reuters EURIBOR01 | ||
28. | ISDA Determination: | Not applicable | ||
29. | FBF Determination: | Not applicable | ||
30. | Zero Coupon Provisions: | Not applicable | ||
31. | Index Linked Interest Provisions: | Not applicable | ||
32. | Share Linked/ETI Share Linked | Not applicable | ||
Interest Provisions: | ||||
33. | Inflation Linked Interest Provisions: | Not applicable |
34. Commodity Linked Interest Provisions: Not applicable
35. | Fund Linked Interest Provisions: | Not applicable |
6
36. | ETI Linked Interest Provisions: | Not applicable |
37. | Foreign Exchange (FX) Rate Linked | Not applicable |
Interest Provisions: | ||
38. | Underlying Interest Rate Linked | Not applicable |
Interest Provisions: | ||
39. | Additional Business Centre(s) | Not applicable |
(Condition 3(e) of the Terms and | ||
Conditions of the English Law Notes | ||
or Condition 3(e) of the Terms and | ||
Conditions of the French Law Notes, | ||
as the case may be): | ||
PROVISIONS RELATING TO REDEMPTION | ||
40. | Final Redemption: | Final Payout |
41. | Final Payout: | SPS Fixed Percentage Securities |
Constant Percentage 1 | ||
Where: | ||
Constant Percentage 1 means 100% | ||
42. | Automatic Early Redemption: | Not applicable |
43. | Issuer Call Option: | Not applicable |
44. | Issuer Clean-Up Call: | Not applicable |
45. | Noteholder Put Option: | Not applicable |
46. | Aggregation: | Not applicable |
47. | Index Linked Redemption Amount: | Not applicable |
48. | Share Linked/ETI Share Linked | Not applicable |
Redemption Amount: | ||
49. | Inflation Linked Redemption Amount: | Not applicable |
50. | Commodity Linked Redemption | Not applicable |
Amount: | ||
51. | Fund Linked Redemption Amount: | Not applicable |
52. | Credit Linked Notes: | Not applicable |
53. | ETI Linked Redemption Amount: | Not applicable |
54. | Foreign Exchange (FX) Rate Linked | Not applicable |
Redemption Amount: | ||
55. | Underlying Interest Rate Linked | Not applicable |
Redemption Amount: | ||
56. | Events of Default for Senior Preferred | Not applicable |
Notes: | ||
57. | Administrator/Benchmark Event: | Not applicable |
7
58. | Early Redemption Amount(s): | Article 45b2(b) BRRD: Not applicable |
Final Redemption Amount | ||
59. | Provisions applicable to Physical | Not applicable |
Delivery: |
60. Variation of Settlement:
Issuer's option to vary | The Issuer does not have the option to vary settlement in | |
settlement: | respect of the Notes. | |
Variation of Settlement of | Not applicable | |
Physical Delivery Notes: | ||
61. | CNY Payment Disruption Event: | Not applicable |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
62. | Form of Notes: | Bearer Notes: |
New Global Note: | No | |
Temporary Bearer Global Note exchangeable for a | ||
Permanent Bearer Global Note which is exchangeable for | ||
definitive Bearer Notes only upon an Exchange Event. | ||
63. | Financial Centre(s) or other special | Not applicable |
provisions relating to Payment Days | ||
for the purposes of Condition 4(a): | ||
64. | Talons for future Coupons or Receipts | No |
to be attached to definitive Notes (and | ||
dates on which such Talons mature): | ||
65. | Details relating to Partly Paid Notes: | Not applicable |
amount of each payment comprising | ||
the Issue Price and date on which | ||
each payment is to be made and, if | ||
different from those specified in the | ||
Temporary Bearer Global Note or | ||
Permanent Bearer Global Note, | ||
consequences of failure to pay, | ||
including any right of the Issuer to | ||
forfeit the Notes and interest due on | ||
late payment: | ||
66. | Details relating to Notes redeemable | Not applicable |
in instalments: amount of each | ||
instalment, date on which each | ||
payment is to be made: | ||
67. | Redenomination, renominalisation and | Not applicable |
reconventioning provisions: | ||
68. | Masse (Condition 12 of the Terms and | Not applicable |
Conditions of the French Law Notes): | ||
69. | Governing law: | English law. Condition 2(a) is governed by French law. |
70. | Calculation Agent: | BNP Paribas |
DISTRIBUTION
71. (i) If syndicated, names of Managers (specifying Lead Manager):
Date of Subscription
Agreement:
Stabilisation Manager (if any):
If non-syndicated, name of relevant Dealer:
- Total commission and concession:
- U.S. Selling Restrictions:
- Non exempt Offer:
- Prohibition of Sales to Retail Investors:
- United States Tax Considerations
Signed on behalf of the Issuer:
By:
Luke Thorne
AUTHORISED SIGNATORY
Not applicable
Not applicable
Not applicable
BNP Paribas
Not applicable
Reg. S Compliance Category 2; TEFRA D
Not applicable
Prohibition of Sales to EEA Retail Investors:
Applicable
Prohibition of Sales to UK Retail Investors:
Applicable
The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
9
PART B - OTHER INFORMATION
1. Listing and Admission to trading
- Listing and admission to trading:
- Estimate of total expenses related to admission to trading:
2. Ratings Ratings:
Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of Luxembourg Stock Exchange with effect on or around the Issue Date.
EUR 3,600
The Notes have not been rated.
10
Pour lire la suite de ce noodl, vous pouvez consulter la version originale ici.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
BNP Paribas SA published this content on 06 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2024 14:11:06 UTC.