Obligation Groupe BPCE 5.641% ( FR0013342250 ) en USD

Groupe BPCE

100 % ⇌

France

FR0013342250 ( en USD )

5.641% par an ( paiement semestriel )

14/06/2023 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013342250 en USD 5.641%, échue

1 000 000 USD

30 000 000 USD

Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'Obligation émise par Groupe BPCE ( France ) , en USD, avec le code ISIN FR0013342250, paye un coupon de 5.641% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2023

Final Terms dated 12 June 2018

BPCE

Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

Series No: 2018-13
Tranche No: 1
Issue of USD 30,000,000 Floating Rate Senior Preferred Notes due 14 June 2023 (the "Notes)

Dealer
Mizuho International plc

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S PRODUCT APPROVAL
PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES 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 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.
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 1 December 2017 which received visa n° 17-625 from the Autorité des
marchés financiers (the "AMF") on 1 December 2017 (the "Base Prospectus") and the first supplement to the
Base Prospectus dated 24 January 2018 which received visa n° 18-024 from the AMF, the second supplement to
the Base Prospectus dated 20 February 2018 which received visa n° 18-047 from the AMF, the third supplement
to the Base Prospectus dated 6 March 2018 which received visa n° 18-075 from the AMF, the fourth supplement
to the Base Prospectus dated 5 April 2018 which received visa n° 18-115 from the AMF, and the fifth
supplement to the Base Prospectus dated 11 June 2018 which received visa n° 18-236 from the AMF (the
"Supplements"), which together constitute a base prospectus for the purposes of 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 as so supplemented. 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 as so supplemented. 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:
2018-13
(ii)
Tranche Number:
1
3. Specified Currency or Currencies:
United States Dollars ("USD")
4. Aggregate Nominal Amount:

(i)
Series:
USD 30,000,000
(ii)
Tranche:
USD 30,000,000
5. Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s):
USD 1,000,000
7.
(i) Issue Date:
14 June 2018

(ii) Interest Commencement Date:
Issue Date
8. Interest Basis:
Three (3) months USD LIBOR + 0.70 per cent. per annum
Floating Rate
(further particulars specified below)
9. Maturity Date:
Specified Interest Payment Date falling on or nearest to 14
June 2023
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 Preferred Notes

(ii) Dates of the corporate authorisations Decision of the Directoire of the Issuer dated 9 April 2018
for issuance of Notes obtained:
and of Mr Roland CHARBONNEL, Director of Group
Funding and Investor Relations Department dated 5 June
2018.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions:
Not Applicable
15. Floating Rate Note Provisions:
Applicable
(i)
Interest Period(s):
The period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the
First Specified Interest Payment Date and each successive
period beginning on (and including) a Specified Interest
Payment Date and ending on (but excluding) the next
succeeding Specified Interest Payment Date
(ii) Specified Interest Payment Dates:
14 March, , 14 June, 14 September and 14 December in
each year, subject to adjustment in accordance with the
Business Day Convention set out in (iv) below
(iii) First Specified Interest Payment Date: The Specified Interest Payment Date falling on or nearest
to 14 September 2018
(iv) Business Day Convention:
Modified Following Business Day Convention
(v) Interest Period Date:
Not Applicable
(vi) Business Centre(s):
London, TARGET and New York
(vii) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:
(viii) Party responsible for calculating the
Rate(s) of Interest and/or Interest
Amount(s) (if not the Calculation Not Applicable

Agent):

(ix) Screen Rate Determination:
Applicable
Reference Rate:
3 months USD LIBOR
Interest Determination Date:
First London business day of each Interest Period
Relevant Screen Page:
Reuters Screen LIBOR01 Page
Relevant Screen Page Time:
11:00 am London time
(x) FBF Determination
Not Applicable
(xi) ISDA Determination:
Not Applicable
(xii) Margin(s):
+ 0.70 per cent. per annum
(xiii) Minimum Rate of Interest:
0.00 per cent. per annum
(xiv) Maximum Rate of Interest:
Not Applicable
(xv) Day Count Fraction:
Actual/360, Adjusted
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 1,000,000 per Note of USD 1,000,000 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
a
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 USD 1,000,000 per Note of USD 1,000,000 Specified
6(l):
Denomination
(ii) Early Redemption Amount(s) of each
Subordinated
Note
payable
on Not Applicable
redemption upon the occurrence of a

Capital Event (Condition 6(h), a
Withholding Tax Event (Condition
6(i)(i) or a Tax Deductibility Event
(Condition 6(i)(iii)):
(iii) Redemption for taxation reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
No
(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):
London, TARGET and New York
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
Applicable
French laws and regulations:

30. Consolidation provisions:
Not Applicable
31. Events of Default for Senior Preferred Notes Not Applicable
(Condition 9(a)) :
32. Meeting and Voting Provisions (Condition
11):
Contractual Masse shall apply

Name and address of the Representative:
MCM AVOCAT, Selarl d'avocats interbarreaux inscrite au
Barreau de Paris 10, rue de Sèze
75009 Paris

France
Represented by Maître Antoine Lachenaud, Co-gérant -
associé

Name and address of the alternate Representative:
Maître Philippe Maisonneuve
Avocat
10, rue de Sèze
75009 Paris
France

The Representative will receive a remuneration of
EUR 2,000 (excluding VAT) per year.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by:

Mr. Roland Charbonnel, Director of Group Funding and Investor Relations Department

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 3,850

2.
RATINGS
Ratings:
Not Applicable

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. FLOATING RATE NOTES ONLY HISTORIC INTEREST RATES
Benchmarks:
Amounts payable under the Notes will be calculated by reference
to 3 months USD LIBOR which is provided by European Money
Market Institute ("EMMI"). As at the date of these Final Terms, 3
months USD LIBOR does not appear on the register of
administrators and benchmarks established and maintained by the
European Securities and Markets Authority pursuant to Article 36
of the Benchmark Regulation (Regulation (EU) 2016/1011)
(the "Benchmark Regulation"). As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmark Regulation
apply, such that EMMI is not currently required to obtain
authorisation or registration.
Details of historic LIBOR rates can be obtained from Reuters Page
LIBOR01.

5.
OPERATIONAL INFORMATION
ISIN:
FR0013342250
Common Code:
001334225
Depositaries:

(i) Euroclear France to act as Central
Depositary:
Yes
(ii) Common Depositary for Euroclear
and Clearstream:

No
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):

Delivery:
Delivery free of payment
Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable

6.
DISTRIBUTION

(i) Method of distribution:
Non-syndicated

(ii) If syndicated:

(A) Names of Managers:
Not Applicable

(B) Stabilising Manager(s) if any:
Not Applicable

(iii) If non-syndicated, name and
Mizuho Iinternational plc
address of Dealer:
Mizuho House
30 Old Bailey
London EC4M 7AU
United Kingdom

(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA
Retail Investors:
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 European Economic Area ("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 ("MiFID II"); (ii) a customer
within the meaning of Directive 2002/92/EC, 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 Directive.
Consequently, no key information document required by
Regulation (EU) No 1286/2014 (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.

(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes; TEFRA
(Categories of potential investors to
not applicable
which the Notes are offered):