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: (i) 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: (i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. 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.
1
Final Terms dated 31 May 2024
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 10,000,000 Callable Range Accrual Underlying Interest Rate Linked Interest Notes
due 24 May 2031
(to be consolidated and form a single series with the Issuer's EUR 28,000,000 Callable Range Accrual Underlying Interest Rate Linked Interest Notes due 24 May 2031 issued on 24 May 2024) (the "Existing Notes")
ISIN Code: XS2823335380
under the
Euro Medium Term Note Programme
(the Programme)
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" and "Annex 10 - Additional Terms and Conditions for Underlying Interest Rate Linked 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 Supplements to the Base Prospectus are available for viewing at https://invest.bnpparibas/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: | 28 May 2024 |
(ii) | Series Number: | 20180 | |
(iii) | Tranche Number: | 2 |
The Notes will be consolidated and form a single series with the Issuer's EUR 28,000,000 Callable Range Accrual Underlying Interest Rate Linked Interest Notes due 24 May 2031 issued on 24 May 2024
3. | Specified Currency: | Euro ("EUR") |
2
4. Aggregate Nominal Amount:
(i) | Series: | EUR 38,000,000 | |
(ii) | Tranche: | EUR 10,000,000 | |
5. | Issue Price of Tranche: | 100.1305 per cent. of the Aggregate Nominal Amount | |
6. | Minimum Trading Size: | EUR 100,000 |
7. (i) Specified Denominations: EUR 100,000
(ii) | Calculation Amount: | EUR 100,000 | |
8. | (i) | Issue Date: | 4 June 2024 |
- Interest Commencement Issue Date Date:
9. | (i) | Maturity Date: | 24 May 2031 |
(ii) | Business Day Convention | Modified Following | |
for Maturity Date: | |||
10. | Form of Notes: | Bearer | |
11. | Interest Basis: | Underlying Interest Rate Linked Interest | |
(further particulars specified below) | |||
12. | Coupon Switch: | Not applicable | |
13. | Redemption/Payment Basis: | Redemption at par | |
14. | Change of Interest Basis or | Not applicable | |
Redemption/Payment Basis: | |||
15. | Put/Call Options: | Issuer Call | |
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): | As per the Conditions | |
(ii) | Interest Period End | As set out in sub-paragraph 23(iv) below | |
Date(s): | |||
(iii) | Business Day Convention | None | |
for Interest Period End | |||
Date(s): |
- Interest Payment Date(s):
3
- 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:
Manner in which the Rate of Interest and Interest Amount is to be determined:
Linear Interpolation:
- Screen Rate Determination:
- ISDA Determination:
- FBF Determination:
- Zero Coupon Provisions:
- Index Linked Interest Provisions:
t | Interest | Interest | Interest Payment |
Period Start | Period End | Date | |
Date | Date | ||
1 | 05/24/2024 | 05/24/2025 | 05/26/2025 |
2 | 05/24/2025 | 05/24/2026 | 05/25/2026 |
3 | 05/24/2026 | 05/24/2027 | 05/24/2027 |
4 | 05/24/2027 | 05/24/2028 | 05/24/2028 |
5 | 05/24/2028 | 05/24/2029 | 05/24/2029 |
6 | 05/24/2029 | 05/24/2030 | 05/24/2030 |
7 | 05/24/2030 | 05/24/2031 | 05/26/2031 |
For the avoidance of doubt, no further coupon will be paid after the occurrence of an exercise of Issuer Call
Modified Following
Calculation Agent
Not applicable
0.00 per cent.
0.00 per cent. 30/360, unadjusted
Not applicable
Applicable
Underlying Interest Rate Linked Interest
Not applicable
Not applicable
Not applicable
Applicable as amended so that the Rate of Interest in respect of the Notes is CMS Spread per annum as set out in sub paragraph 38(iii) below.
Screen Rate Determination
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
4
- Share Linked/ETI Share Linked Interest Provisions
- Inflation Linked Interest Provisions:
- Commodity Linked Interest Provisions:
- Fund Linked Interest Provisions:
- ETI Linked Interest Provisions:
- Foreign Exchange (FX) Rate Linked Interest Provisions:
- Underlying Interest Rate Linked Interest Provisions:
- Underlying Interest Determination Date(s):
- Strike Date:
- Manner in which the Underlying Interest Rate is to be determined:
- Screen Rate Determination:
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Applicable
Two (2) T2 business days prior to the first day of the relevant Interest Period
Not applicable
The per annum Rate of Interest in respect of each Interest Payment Datet shall be a percentage rate determined by the Calculation Agent in accordance with the following formula:
4.41% x n/N per annum
Where:
"n" means the number of Business Days in the corresponding Interest Period on which the Range Accrual Index fixes at or above 0%, at or below 5.00% with respect to the Range Accrual Fixing Convention
"N" means the total number of Business Days in the Interest Period
"Range Accrual Index" means EUR CMS 10Y
"EUR CMS 10Y" means EUR CMS 10Y swap rate (annually, 30/360) vs 6 months Euribor (semi- annually, Act/360), as quoted on the Reuters Screen ICESWAP2 Page (or any successor page thereto) at 11:00 am Frankfurt time.
"Range Accrual Fixing Convention" means the Fixing of the Range Accrual Index for each Business Day in the relevant Interest Period shall be the fixing published two (2) T2 Business Days in advance.
"Interest Rate Period" means annually, from, and including, each Interest Period Start Datet, to and excluding, the next following Interest Period End Datet.
For the avoidance of doubt, no further coupon will be paid after the occurrence of an exercise of Issuer Call.
5
(A) | Underlying | EUR CMS 10Y means EUR CMS 10Y swap rate | ||||
Reference Rate: | (annually, 30/360) vs 6 months Euribor (semi- | |||||
annually, Act/360). | ||||||
(B) | Specified Time: | 11:00 a.m., Frankfurt time | ||||
(C) | Relevant Screen | Reuters Screen ICESWAP2 Page (or any successor | ||||
Page: | page thereto) | |||||
(b) | ISDA Determination: | Not applicable | ||||
(iv) | Underlying Margin(s): | Not applicable | ||||
(v) | Minimum | Underlying | Not applicable | |||
Reference Rate: | ||||||
(vi) | Maximum | Underlying | Not applicable | |||
Reference Rate: | ||||||
39. | Additional Business Centre(s) | T2 | ||||
(Condition 3(e) of the Terms and | ||||||
Conditions of the English Law | ||||||
Notes and Condition 3(e) of the | ||||||
Terms and Conditions of the | ||||||
French Law Notes): | ||||||
PROVISIONS RELATING TO REDEMPTION | ||||||
40. | Final Redemption Amount: | Calculation Amount x 100% | ||||
41. | Final Payout: | Not applicable | ||||
42. | Automatic Early Redemption: | Not applicable | ||||
43. | Issuer Call Option: | Applicable | ||||
(i) Optional Redemption Date(s): | ||||||
t | Optional Redemption Datet | |||||
1 | 24 May 2026 | |||||
2 | 24 May 2027 | |||||
3 | 24 May 2028 | |||||
4 | 24 May 2029 | |||||
5 | 24 May 2030 | |||||
(ii) Optional Redemption | Not applicable | |||||
Valuation Date(s): | ||||||
(iii) Optional Redemption | Calculation Amount x 100% | |||||
Amount(s): | ||||||
(iv) | If redeemable in part: | |||||
(a) Minimum Redemption | Not applicable | |||||
Amount: | ||||||
(b) Higher Redemption | Not applicable | |||||
Amount: | ||||||
(v) Notice period: | Minimum notice period: Five (5) Business Days | |||||
Maximum notice period: Thirty (30) Business Days | ||||||
44. | Issuer Clean-Up Call: | Not applicable |
6
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 | Not applicable |
Amount: | ||
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 Not applicable Linked Redemption Amount:
55. | Underlying Interest Rate Linked | Not applicable |
Redemption Amount: | ||
56. | Events of Default for Senior | Not applicable |
Preferred Notes: | ||
57. | Administrator/Benchmark Event: | Not applicable |
58. | Early Redemption Amount: | Article 45b2(b) BRRD: Not applicable |
Final Redemption Amount | ||
59. | Provisions applicable to Physical | Not applicable |
Delivery: |
60. Variation of Settlement:
(i) | Issuer's option to vary | The Issuer does not have the option to vary settlement | |
settlement: | in respect of the Notes. | ||
(ii) | 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 | T2 | |
provisions relating to Payment | |||
Days for the purposes of | |||
Condition 4(a) of the Terms and | |||
Conditions of the English Law | |||
Notes or Condition 4(b) of the | |||
Terms and Conditions of the | |||
French Law Notes, as the case | |||
may be: |
7
- Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):
- Details relating to Partly Paid Notes: 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:
- Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made:
- Redenomination, renominalisation and reconventioning provisions:
- Masse (Condition 12 of the Terms and Conditions of the French Law Notes):
- Governing law:
- Calculation Agent:
DISTRIBUTION
- (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:
No
Not applicable
Not applicable
Not applicable
Not applicable
English law
BNP Paribas
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
8
76. United States Tax Consideration:
Signed on behalf of
By:
Duly authorised
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
Listing and Admission to trading
- Listing and admission to Application will be made by the Issuer (or on its
trading: | 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 |
The Notes will be consolidated and form a single | ||
series with the existing notes (the "Existing Notes") | ||
which are listed and admitted to trading on the | ||
regulated market of Luxembourg Stock Exchange. | ||
(ii) | Estimate of total expenses | EUR 3,575 |
related to admission to | ||
trading: |
2. Ratings
Ratings: | The Notes have not been rated |
3. Interests of Natural and Legal Persons Involved in the Issue
"Save for the fees payable to the Dealer so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."
4. Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ Reference Entity/ Entities/ ETI Interest/ Underlying Interest Rate and Other Information concerning the Underlying Reference
The historical performance of EUR CMS 10Y can be viewed on the Reuters Screen ICESWAP2 Page.
5. Operational Information
- ISIN:
- Common Code:
- CFI:
- FISN:
- Any clearing system(s) other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s):
- Delivery:
- Additional Paying Agent(s) (if any):
- Intended to be held in a manner which would allow Eurosystem eligibility:
XS2823335380
282333538
DTFXFB
BNP PARIBAS SA/4.41EMTN 20310524
Not applicable
Delivery against payment
Not applicable
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem
10
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Disclaimer
BNP Paribas SA published this content on 26 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2024 08:35:52 UTC.