Obligation Groupe BPCE 4.45% ( FR0013357035 ) en CNY

Groupe BPCE

100 % ⇌

France

FR0013357035 ( en CNY )

4.45% par an ( paiement annuel )

27/08/2023 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013357035 en CNY 4.45%, échue

1 000 000 CNY

90 000 000 CNY

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

L'Obligation émise par Groupe BPCE ( France ) , en CNY, avec le code ISIN FR0013357035, paye un coupon de 4.45% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/08/2023

Final Terms dated 24 August 2018

BPCE

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

SERIES NO: 2018-23
TRANCHE NO: 1
CNY 90,000,000 4.45 per cent. Senior Preferred Notes due 28 August 2023 (the "Notes")

Dealer
J.P. Morgan

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, the fifth supplement to the Base Prospectus dated 11 June 2018 which received visa n°18-236
from the AMF and the sixth supplement to the Base Prospectus dated 10 August 2018 which received visa
n°18-382 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:
2018-23
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
References to "CNY" or ""Renminbi" are to the
lawful currency of the People's Republic of China
4
Aggregate Nominal Amount:

(i) Series:
CNY 90,000,000
(ii) Tranche:
CNY 90,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
CNY 1,000,000
7
(i) Issue Date:
28 August 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
4.45 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
28 August 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 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 16 August
2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
4.45 per cent. per annum payable annually in arrear
on each Interest Payment Date

(ii)
Interest Payment Date(s):
28 August in each year commencing on 28 August
2019 adjusted in accordance with the Business Day
Convention specified below

(iii)
Fixed Coupon Amount:
Rate of Interest x Specified Denomination x Day
Count Fraction per Note of CNY 1,000,000
Specified Denomination

(iv)
Broken Amount:
Not Applicable

(v)
Day Count Fraction:
Actual/365 (Fixed) - Unadjusted

(vi)
Resettable:
Not Applicable

(vii)
Determination Dates:
Not Applicable

(viii)
Business Day Convention
Modified Following Business Day Convention

(ix)
Party responsible for calculating

Interest Amounts (if not the
Not Applicable
Calculation Agent)

(x)
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:
CNY 1,000,000 per Note of CNY 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 CNY 1,000,000 per Note of CNY 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
(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):
Beijing, Hong Kong, 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
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

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 3,850 (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
YIELD
Indication of yield:
4.45 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.
5
OPERATIONAL INFORMATION
ISIN:
FR0013357035
Common Code:
186881028
Depositaries:

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

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