Bond BPCe 1.826% ( FR00140004R7 ) in USD

BPCe

100 % ⇌

France

FR00140004R7 ( in USD )

1.826% per year ( payment 2 times a year)

13/10/2027

Prospectus brochure of the bond BPCE FR00140004R7 en USD 1.826%, maturity 13/10/2027

200 000 USD

200 000 000 USD

13/10/2025 ( In 25 days )

BPCE is France's second-largest banking group, a cooperative network formed from the merger of the Banques Populaires and Caisses d'Epargne, providing a comprehensive range of retail banking, asset management, and insurance services.

The Bond issued by BPCe ( France ) , in USD, with the ISIN code FR00140004R7, pays a coupon of 1.826% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/10/2027

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each 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, has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment)
and determining appropriate distribution channels.

Final Terms dated 9 October 2020
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2020-45
TRANCHE NO: 1
USD 200,000,000 1.826 per cent. Fixed Rate Senior Non-Preferred Notes due October 2027
(the "Notes")
Joint Lead Managers
J.P Morgan Securities plc
Natixis

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 in the base prospectus dated 21 November 2019 which received approval number n°19-539 from the
Autorité des marchés financiers (the "AMF") on 21 November 2019 (the "Base Prospectus"), the first
supplement to the Base Prospectus dated 18 February 2020 which received approval number n°20-044 from
the AMF, the second supplement to the Base Prospectus dated 3 April 2020 which received approval number
n°20-116 from the AMF, the third supplement to the Base Prospectus dated 24 April 2020 which received
approval number n°20-156 from the AMF, the fourth supplement to the Base Prospectus dated 3 June 2020
which received approval number n°20-236 from the AMF, the fifth supplement to the Base Prospectus dated
11 August 2020 which received approval number n°20-389 from the AMF and the sixth supplement to the Base
Prospectus dated 23 September 2020 which received approval number n°20-472 from the AMF (together, the
"Supplements") which together constitute a base prospectus for the purposes of the Regulation (EU) 2017/1129
(the "Prospectus Regulation").
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 such Base Prospectus, as so supplemented, in order to obtain
all the relevant information. The Base Prospectus and the Supplements are available for viewing at the office
of the Fiscal Agent or each of the Paying Agents and on the website of the AMF (www.amf-france.org) and
copies may be obtained from BPCE, 50 avenue Pierre Mendès-France, 75013 Paris, France.
1

Issuer:
BPCE
2

(i)
Series Number:
2020-45
(ii) Tranche Number:
1
3

Specified Currency or Currencies:
United States Dollar ("USD")
4

Aggregate Nominal Amount:
(i)
Series:
USD 200,000,000
(ii) Tranche:
USD 200,000,000
5

Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6

Specified Denomination:
USD 200,000
7

(i)
Issue Date:
13 October 2020
(ii) Interest Commencement Date:
Issue Date
8

Interest Basis:
1.826 per cent. Fixed Rate
(further particulars specified below)
9

Maturity Date:
13 October 2027
10

Redemption 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
11

Change of Interest Basis:
Not Applicable
12

Put/Call Options:
Not Applicable
13

(i)
Status of the Notes:
Senior Non-Preferred Notes
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(ii) Dates of the corporate authorisations for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
24 March 2020 and decision of Mr. Jean-Philippe
Berthaut, Responsable Emissions Groupe, dated
5 October 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14

Fixed Rate Note Provisions:
Applicable
(i)
Rate of Interest:
1.826 per cent. per annum payable semi-annually in
arrear on each Interest Payment Date
(ii) Interest Payment Date(s):
13 April and 13 October in each year commencing
on 13 April 2021 up to (and including) the Maturity
Date
(iii) Fixed Coupon Amount:
USD 1,826 per Note of USD 200,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v)
Day Count Fraction:
30/360, Unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
Not Applicable
(viii) Payments on Non-Business Days:
As per the Conditions
15

Floating Rate Note Provisions:
Not Applicable
16

Zero Coupon Note Provisions:
Not Applicable
17

Inflation Linked Interest Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18

Call Option:
Not Applicable
19

Put Option:
Not Applicable
20

MREL/TLAC Disqualification Event Call
Option:
Applicable
21

Final Redemption Amount of each Note:
USD 200,000 per Note of USD 200,000 Specified
Denomination
22

Inflation Linked Notes Provisions relating to
the Final Redemption Amount:
Not Applicable
23

Early Redemption Amount:
(i)
Early Redemption Amount(s) of each
Senior Note payable on redemption upon
the occurrence of an MREL/TLAC
Disqualification Event (Condition 6(g)), if
applicable, a Withholding Tax Event
(Condition 6(i)(i)), a Gross-Up Event
(Condition 6(i)(ii)) or for Illegality
(Condition 6(1)):
USD 200,000 per Note of USD 200,000 Specified
Denomination
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(ii) Early Redemption Amount(s) of each
Subordinated Note payable on redemption
upon the occurrence of a Capital Event
(Condition 6(h)), a Withholding Tax Event
(Condition 6(i)(i)), a Gross-Up Event
(Condition 6(i)(ii)) or a Tax Deductibility
Event (Condition 6(i)(iii)):
Not Applicable
(iii) Redemption
for
taxation
reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
Yes
(iv) Unmatured Coupons to become void upon
early redemption (Materialised Bearer
Notes only) (Condition 7(f)):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24

Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer form (au porteur)
(ii) Registration Agent:
Not Applicable
(iii) Temporary Global Certificate:
Not Applicable
(iv) Applicable TEFRA exemption:
Not Applicable
25

Financial Centre(s):
TARGET, New York and London
26

Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
27

Details relating to Instalment Notes: amount of
each instalment, date on which each payment is
to be made:
Not Applicable
28

Redenomination provisions:
Not Applicable
29

Purchase in accordance with applicable French
laws and regulations:
Applicable
30

Consolidation provisions:
Not Applicable
31
Meeting and Voting Provisions (Condition 11):
Contractual Masse shall apply
Name and address of the initial Representative:
As per Condition 11(c)
Name and address of the alternate Representative:
As per Condition 11(c)
The Representative will receive a remuneration of
EUR 2,000 (excluding VAT) per year so long as any
of the Notes remains outstanding.
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3

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by:
Jean-Philippe BERTHAUT, Responsable Emissions Groupe
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PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i)
Listing and Admission to
trading:
Application has been made by the Issuer (or on its behalf) for the
Notes to be listed and admitted to trading on Euronext Paris with
effect from the Issue Date.
(ii)
Estimate of total expenses
related to admission to trading: EUR 4,900
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: A
Moody's Investor Services: Baa2
S&P: A-
Each of Fitch, Moody's Investor Services and S&P are established in
the European Union and/or the United Kingdom and registered under
Regulation (EC) No 1060/2009, as amended.
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", 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 AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
The net proceeds of the issue of the Notes will be used for the Issuer's
general corporate purposes.
(ii)
Estimated net proceeds:
USD 199,800,000
5
YIELD
Indication of yield:
1.826 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
6
OPERATIONAL INFORMATION
ISIN:
FR00140004R7
Common Code:
224304501
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
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(ii)
Common Depositary for
Euroclear and Clearstream:
No
Any clearing system(s) other than
Euroclear and Clearstream and the
relevant identification number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
7
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:
(a) Names of Managers:
Joint Lead Managers
J.P. Morgan Securities plc
Natixis
(b) Stabilising Manager(s) if
any:
Not Applicable
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) Prohibition of Sales to EEA
and UK Retail Investors:
Not Applicable
(v)
US
Selling
Restrictions
(Categories
of
potential
investors to which the Notes
are offered):
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
applicable
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