Obligation Groupe BPCE 5.25% ( FR0011855287 ) en GBP

Société émettrice Groupe BPCE
Prix sur le marché refresh price now   101.05 %  ▲ 
Pays  France
Code ISIN  FR0011855287 ( en GBP )
Coupon 5.25% par an ( paiement annuel )
Echéance 15/04/2029



Prospectus brochure de l'obligation BPCE FR0011855287 en GBP 5.25%, échéance 15/04/2029


Montant Minimal /
Montant de l'émission /
Prochain Coupon 16/04/2026 ( Dans 21 jours )
Description détaillée Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'Obligation émise par Groupe BPCE ( France ) , en GBP, avec le code ISIN FR0011855287, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2029









Prospectus dated 14 April 2014










GBP750,000,000 Subordinated 5.25 per cent. Notes due 16 April 2029
Issue Price: 99.715 per cent.

The GBP750,000,000 subordinated 5.25 per cent. notes of BPCE (the "Issuer") maturing on 16 April 2029 (the "Notes") will be issued on 16
April 2014 (the "Issue Date") and will bear interest at a rate of 5.25 per cent. per annum from (and including) the Issue Date, payable annually
in arrear on 16 April of each year, beginning on 16 April 2015 and ending on 16 April 2029 (the "Maturity Date"), as further described in
"Terms and Conditions of the Notes ­ Interest" of this prospectus (the "Prospectus").
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on 16 April 2029 (the "Maturity Date"). The Issuer
may, at its option (subject to approval by the relevant Regulator), redeem all, but not some only, of the Notes at any time at their outstanding
principal amount plus accrued interest upon the occurrence of a Tax Event or a Capital Event (each as defined in "Terms and Conditions of the
Notes - Interpretation").
The Notes will be issued in dematerialised bearer form (au porteur) in the specified denomination of GBP 100,000 each. Title to the Notes will
be evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries. No
physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be
issued in respect of the Notes. The Notes will be governed by French law.
The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account
Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear
France, Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council
dated 4 November 2003, as amended, which includes the amendments made by Directive 2010/73/EU of the European Parliament and of the
Council dated 24 November 2010 (the "Prospectus Directive").
Application has been made to list and admit to trading the Notes, as of their Issue Date on the regulated market of NYSE Euronext in Paris
("Euronext Paris"). Euronext Paris is a regulated market within the meaning of the Directive 2004/39/EC of the European Parliament and of the
Council dated 21 April 2004, as amended.
The Notes are expected to be rated BBB+ by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc ("S&P"), A- by
Fitch France S.A.S. ("Fitch") and Baa3 by Moody's Investors Service Ltd ("Moody's"). The long term debt of the Issuer has been rated A by
S&P, A by Fitch and A2 by Moody's. As at the date of this Prospectus, S&P, Fitch and Moody's are established in the European Union and are
registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the
"CRA Regulation"). As such S&P, Fitch and Moody's are included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. A
credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time
without notice.
Copies of this Prospectus are available on the websites of the Autorité des marchés financiers (the "AMF") (www.amf-france.org) and of the
Issuer (www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. Copies
of all documents incorporated by reference in this Prospectus are available on the website of the AMF (www.amf-france.org) and of the Issuer
(www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.
See the "Risk Factors" section for a description of certain factors which should be considered by potential investors in connection with any
investment in the Notes.


In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its General Regulations (Règlement général),
in particular Articles 211-1 to 216-1, the Autorité des marchés financiers ("AMF") has granted to this Prospectus the visa n°14-149 on
14 April 2014. This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article
L.621-8-1-I of the French Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the
document is complete and comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the
accounting and financial data set out in it and the appropriateness of the issue of the Notes.
Joint Bookrunners
HSBC
Lloyds Bank
Natixis
The Royal Bank of Scotland












This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its consolidated subsidiaries taken as a whole (the "Group") as well as the Notes which is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position
and profit and losses of the Issuer.
None of the Joint Bookrunners has (as defined in "Subscription and Sale" below) independently verified the
information contained in this Prospectus. Accordingly, the Joint Bookrunners do not make any
representation, express or implied, or accept any responsibility, with respect to the accuracy or
completeness of any of the information contained or incorporated by reference in this Prospectus. Neither
this Prospectus nor any other information supplied in connection with the offering of the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by, or
on behalf of, the Issuer or the Joint Bookrunners that any recipient of this Prospectus or any other financial
statements should purchase the Notes.
No person is authorised to give any information or to make any representation related to the issue, offering
or sale of the Notes not contained in this Prospectus. Any information or representation not so contained
herein must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Joint
Bookrunners. The delivery of this Prospectus or any offering or sale of Notes at any time does not imply (i)
that there has been no change with respect to the Issuer or the Group, since the date hereof and (ii) that the
information contained or incorporated by reference in it is correct as at any time subsequent to its date.
None of the Joint Bookrunners undertakes to review the financial or general condition of the Issuer during
the life of the arrangements contemplated by this Prospectus nor to advise any investor or prospective
investor in the Notes of any information coming to its attention.
The Prospectus and any other information relating to the Issuer or the Notes should not be considered as an
offer, an invitation, a recommendation by any of the Issuer or the Joint Bookrunners to subscribe or
purchase the Notes. Each prospective investor of Notes should determine for itself the relevance of the
information contained in this Prospectus and its purchase of Notes should be based upon such investigation
as it deems necessary. Investors should review, inter alia, the documents incorporated by reference into this
Prospectus (see "Documents Incorporated by Reference" below) when deciding whether or not to subscribe
for or to purchase the Notes. Investors should in particular conduct their own analysis and evaluation of
risks relating to the Issuer, the Group, their business, their financial condition and the issued Notes and
consult their own financial or legal advisers about risks associated with an investment in the Notes and the
suitability of investing in the Notes in light of their particular circumstances. Potential investors should read
carefully the section entitled "Risk Factors" set out in this Prospectus before making a decision to invest in
the Notes.
The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be
restricted by law or regulation. Neither the Issuer, nor the Joint Bookrunners represent that this Prospectus
may be lawfully distributed, or that any Notes may be lawfully offered or sold, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution, offering or sale. In particular,
no action has been taken by the Issuer or the Joint Bookrunners which is intended to permit a public offering
of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this
Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to
observe any such restrictions. For a further description of certain restrictions on offers and sales of Notes
and distribution of this Prospectus and of any other offering material relating to the Notes, see "Subscription
and Sale" below.


2




The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended
(the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S")) except pursuant to an exemption from, or in a transaction not subject to the registration requirements of
the Securities Act.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant persons"). The Notes are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in
only with, relevant persons. Any person who is not a relevant person should not act or rely on this document
or any of its contents.
In this Prospectus, references to "", "EURO", "EUR" or to "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended and references to "£", "GBP" or "Sterling" are to the lawful currency
of the United Kingdom.


TABLE OF CONTENTS

Person responsible for the Information contained in the Prospectus .................................................................. 5
Certain Terms Used in This Prospectus ............................................................................................................. 6
Documents Incorporated by Reference .............................................................................................................. 7
Overview .......................................................................................................................................................... 11
Risk Factors ...................................................................................................................................................... 14
Government Supervision and Regulation of Credit Institutions in France ....................................................... 31
Terms and Conditions of the Notes .................................................................................................................. 38
Use of Proceeds ................................................................................................................................................ 49
Taxation ............................................................................................................................................................ 50
Subscription and Sale ....................................................................................................................................... 53
General Information ......................................................................................................................................... 60





PERSON RESPONSIBLE FOR THE INFORMATION
CONTAINED IN THE PROSPECTUS

I declare, after taking all reasonable measures for this purpose and to the best of my knowledge, that the
information contained in this Prospectus is in accordance with the facts and that it makes no omission likely
to affect its import.
The statutory auditors' report on the consolidated financial statements of Groupe BPCE (as defined in
"Certain terms used in this Prospectus") for the year ended 31 December 2013 included on pages 287 and
288 of Chapter 5 of the 2013 Registration Document (as defined in "Documents Incorporated by Reference")
and the statutory auditors' report on the consolidated financial statements of BPCE SA Group (as defined in
"Certain terms used in this Prospectus") for the year ended 31 December 2013 included on pages 366 and
367 of Chapter 5 of the 2013 Registration Document contain the following observation: "Without qualifying
the opinion expressed above, we draw your attention to Note 2.2 "Applicable accounting standards and
comparability ­ Standards" in the notes to the consolidated financial statements, which details the changes
in methods as a result of the new standards and interpretations applicable as of January 1, 2013".

BPCE
50, avenue Pierre Mendès France
75013 Paris
France
Duly represented by:
Roland Charbonnel
Directeur des Emissions et de la Communication Financière of the Issuer





Dated 14 April 2014





5






CERTAIN TERMS USED IN THIS PROSPECTUS
The following terms will have the meanings set forth below when used in this Prospectus:
"Banques Populaires" means 19 Banques Populaires and their subsidiaries (made up of 17 regional
banks, CASDEN Banque Populaire and Crédit Coopératif).
"Caisses d'Epargne" means the 17 Caisses d'Epargne et de Prévoyance.
"BPCE" means BPCE SA, a société anonyme à Conseil de Surveillance et Directoire, or, as the
context requires, Groupe BPCE or BPCE SA Group.
"BPCE SA Group" means BPCE, a société anonyme, and its consolidated subsidiaries and
associates.
"Groupe BPCE" means BPCE SA Group, the Banques Populaires, the Caisses d'Epargne and
certain affiliated entities.
"Issuer" means BPCE SA, a société anonyme, as issuer of the Notes.
"Natixis" means Natixis SA, a société anonyme à Conseil d'Administration.



6






DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following sections identified in the
cross-reference table below of the following documents (the "Documents Incorporated by Reference"),
which have been previously published and have been filed with the AMF. Such sections shall be
incorporated in, and shall be deemed to form part of, this Prospectus:
(a)
the sections identified in the cross-reference table below of the 2012 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.13-0203 on
22 March 2013 (the "2012 Registration Document"), including the statutory audited consolidated
financial statements of the Issuer as at, and for the year ended, 31 December 2012 and the related
notes thereto and the related statutory auditors' report. To the extent that the 2012 Registration
Document itself incorporates documents by reference, such documents shall not be deemed
incorporated by reference herein; and
(b)
the sections identified in the cross-reference table below of the 2013 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.14-0182 on 21 March
2014 (the "2013 Registration Document"), including the statutory audited consolidated financial
statements of the Issuer as at, and for the year ended, 31 December 2013 and the related notes thereto
and the related statutory auditors' report. To the extent that the 2013 Registration Document itself
incorporates documents by reference, such documents shall not be deemed incorporated by reference
herein;
Free translations in the English language of the 2012 Registration Document and the 2013 Registration
Document are available on the Issuer's website (www.bpce.fr). These documents are available for
information purposes only and are not incorporated by reference in this Prospectus. The only binding
versions are the French language versions.
Any statement contained in a Document Incorporated by Reference shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise); any statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the Documents Incorporated by Reference may be obtained, without charge on request, at the
principal office of the Issuer or of the Fiscal Agent during normal business hours. Such documents will also
be published (i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer
(www.bpce.fr).
The information incorporated by reference that is not included in the cross-reference list is considered as
additional information and is not required by the relevant schedules of the Commission Regulation (EC)
809/2004 as amended. Any information not listed in the cross-reference list shall not be deemed to form part
of this Prospectus.


7






CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE
Registration Documents
References to pages below are to those of the 2013 Registration Document and the 2012 Registration
Document, respectively.


Annex XI of the European Regulation
Pages of the 2012
Pages of the 2013
809/2004/EC of 29 April 2004 as amended by
Registration Document
Registration Document
Commission Delegated Regulation (EU)
486/2012 of 30 March 2012 and 862/2012 of 4
June 2012
2
Statutory auditors
2.1
Names and addresses
N/A
102-103
2.2
Change of situation of the auditors
N/A
3
Risk factors
3.1
Risk factors
N/A
82-85; 107-177; 259-263;
345-349
4
Information about the Issuer
4.1
History and development of the Issuer
N/A
5
4.1.1 Legal and commercial name
N/A
460
4.1.2 Place of registration and registration
N/A
460
number
4.1.3 Date of incorporation and term
N/A
460
4.1.4 Domicile, legal form, jurisdictions
N/A
460
governing its activities, country of
incorporation, address and telephone
number
4.1.5 Recent events particular to the Issuer
N/A
198; 212-213; 300; 372-
373; 380
5
Business overview
5.1
Principal activities
5.1.1 Description of the Issuer's principal
N/A
14-26; 184-193; 269-272;
activities
353-355
5.1.2 Indication of any significant new products
N/A
and/or activities
5.1.3 Principal markets
N/A
14-26; 184-193; 269-272;
353-355
5.1.4 The basis for any statements in the
N/A
14-26
registration document made by the issuer
regarding its competitive position
6
Organisational structure
6.1 If the issuer is part of a group, a brief
N/A
4-8
description of the group and of the issuer's
position within it.
6.2
If the issuer is dependent upon other
N/A
entities within the group, this must be
clearly stated together with an explanation
of this dependence.
7
Trend information


8







Annex XI of the European Regulation
Pages of the 2012
Pages of the 2013
809/2004/EC of 29 April 2004 as amended by
Registration Document
Registration Document
Commission Delegated Regulation (EU)
486/2012 of 30 March 2012 and 862/2012 of 4
June 2012
7.1
Statement of no material adverse change
N/A
on the Issuer's prospects
7.2
Information on any known trends,
N/A
199
uncertainties, demands, commitments or
events that are reasonably likely to have a
material effect on the issuer's prospects for
at least the current financial year.
8
Profit forecast and estimate
8.1
Principal assumptions
N/A
8.2
Statement regarding the forecasts and
N/A
estimates
8.3
Comparable with historical financial
N/A
information
9
Administrative, management and supervisory bodies
9.1
Information concerning the administrative,
N/A
30-63
management and supervisory bodies
9.2
Conflicts of interests
N/A
30-31; 81
10
Major shareholders
10.1
Ownership and control
N/A
464-465
10.2
Description of arrangements which may
N/A
465
result in a change of control
11
Financial information concerning the Issuer's assets and liabilities, financial position and
profits and losses
11.1
Historical financial information

Audited consolidated financial statements BPCE

- Balance sheet (Statement of financial
188-189
202-203
position)

- Income statement
190
204

- Cash flow statement
194
208

- Accounting policies and explanatory
195-260
209-286
notes

- Auditors' report
261-262
287-288

Audited consolidated financial statements BPCE SA

- Balance sheet (Statement of financial
264-265
290-291
position)

- Income statement
266
292

- Cash flow statement
270
296

- Accounting policies and explanatory
271-329
297-365
notes

- Auditors' report
330-331
366-367

Audited non-consolidated financial statements
- Balance sheet (Statement of financial
338-339
374-375
position)
- Income statement
340
376

- Cash flow statement
N/A
- Accounting policies and explanatory
341-375
377-414


9







Annex XI of the European Regulation
Pages of the 2012
Pages of the 2013
809/2004/EC of 29 April 2004 as amended by
Registration Document
Registration Document
Commission Delegated Regulation (EU)
486/2012 of 30 March 2012 and 862/2012 of 4
June 2012
notes
- Auditors' report
376-377
415-416
11.2
Financial statements
188-260; 264-329;
202-286; 290-365; 368-
332-375
414
11.3
Auditing of historical annual financial information
11.3.1 Statement of audit of the historical annual
261-262; 330-331;
287-288; 366-367; 415-
financial information
376-377
416

11.3.2 Other audited information
N/A
11.3.3 Unaudited data
N/A
11.4
Age of latest financial information
11.4.1 Age of latest financial information
N/A
201
11.5
Interim and other financial information
N/A
11.6
Legal and arbitration proceedings
N/A
158-162
11.7
Significant change in the issuer's financial
N/A
position
12
Material contracts
12.1
Material contracts
N/A
13
Third party information
13.1
Statements by experts
N/A
13.2
Statements by third parties
N/A
14
Documents on display
14.1
Documents on display
N/A
480



10




Document Outline