Obligation Groupe BPCE 6.52842% ( FR0013350188 ) en USD

Groupe BPCE

100 % ⇌

France

FR0013350188 ( en USD )

6.52842% par an ( paiement semestriel )

21/07/2025 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013350188 en USD 6.52842%, échue

1 000 000 USD

25 000 000 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 FR0013350188, paye un coupon de 6.52842% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/07/2025

Final Terms dated 17 July 2018

BPCE

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

SERIES NO: 2018-18
TRANCHE NO: 1
USD 25,000,000 Floating Rate Senior Preferred Notes due 19 July 2025 (the "Notes")

Dealer
J.P. Morgan

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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, in relation to the type of clients criterion
only: (i) the type of clients to whom the Notes are targeted 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 type of clients 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 type of clients 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:
2018-18
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
USD
4
Aggregate Nominal Amount:

(i) Series:
USD 25,000,000
(ii) Tranche:
USD 25,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
USD 1,000,000
7
(i) Issue Date:
19 July 2018

(ii) Interest Commencement Date:
Issue Date
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8
Interest Basis:
Three (3) months USD LIBOR + 0.87 per cent. per
annum Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or
nearest to 19 July 2025
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 for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated 9
April 2018 and decision of Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 10
July 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 Date(s):
19 July, 19 October, 19 January and 19 April in
each year, subject to adjustment in accordance with
the Business Day Convention set out in (iv) below
(iii) First Interest Payment Date:
The Specified Interest Payment Date falling on or
nearest to 19 October 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 Interest Screen Rate Determination
is/are to be determined:
(viii) Party responsible for calculating the Not Applicable
Rate(s) of Interest and Interest Amounts
(if not the Calculation Agent):
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(ix) Screen Rate Determination:
Applicable

-
Reference Rate:
3 months USD LIBOR

-
Interest Determination Date:
Two (2) London Business Days prior to each
Interest Payment Date

-
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):
+ 0.87 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
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 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 USD 1,000,000 per Note of USD 1,000,000
(Condition 6(l)):
Specified Denomination
(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
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(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, New York and TARGET
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 Events of Default for Senior Preferred Notes

(Condition 9(a)):
Not Applicable
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
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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. Jean-Philippe Berthaut, Head of Group Funding

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PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i)
Listing and Admission to Application has been made by the Issuer (or on its behalf) for the
trading:
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 4,375 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P: A

S&P is established in the European Union 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
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 ICE Benchmark
Administration. As at the date of these Final Terms, ICE
Benchmark Administration appears 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").
5
OPERATIONAL INFORMATION
ISIN:
FR0013350188
Common Code:
185709388
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes

(ii)
Common Depositary for
Euroclear
and No
Clearstream:
Any clearing system(s) other than Not Applicable
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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:
Not Applicable
(iii) If non-syndicated, name and J.P. Morgan Securities plc
address of Dealer:
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA RETAIL
Retail Investors:
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

(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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