Obligation Groupe BPCE 0.2% ( FR0013405628 ) en JPY

Groupe BPCE

100 % ⇌

France

FR0013405628 ( en JPY )

0.2% par an ( paiement trimestriel )

08/03/2021 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013405628 en JPY 0.2%, échue

100 000 000 JPY

20 000 000 000 JPY

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

L'Obligation émise par Groupe BPCE ( France ) , en JPY, avec le code ISIN FR0013405628, paye un coupon de 0.2% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 08/03/2021

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 6 March 2019
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2019-21
TRANCHE NO: 1
JPY 20,000,000,000 Floating Rate Senior Preferred Notes due March 2021 (the "Notes")
Dealer
Morgan Stanley & Co. International plc
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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 2018 which received visa n°18-528
from the Autorité des marchés financiers (the "AMF") on 21 November 2018 (the "Base Prospectus") and
the supplement to the Base Prospectus dated 1 March 2019 which received visa n°19-068 on 1 March 2019
(the "Supplement"), 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 Supplement 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:
2019-21
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Japanese Yen ("JPY")
4
Aggregate Nominal Amount:
(i) Series:
JPY 20,000,000,000
(ii) Tranche:
JPY 20,000,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal
Amount
6
Specified Denomination:
JPY 100,000,000
7
(i) Issue Date:
8 March 2019
(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) month JPY LIBOR + 0.20 per
cent. per annum Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on
or nearest to 8 March 2021
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 Decisions of the Directoire of the Issuer
dated 9 April 2018 and 16 July 2018 and
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of Notes obtained:
decision of Mr. Jean-Philippe Berthaut,
Head of Group Funding, dated
21 February 2019
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 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:
Interest payable quaterly in arrears on
8 March, 8 June, 8 September and
8 December in each year, all such dates
being subject to adjustment in accordance
with the Business Day Convention set out
in (iv) below
(iii) First Interest Payment Date:
8 June 2019 subject to adjustment in
accordance with the Business Day
Convention set out in (iv) below
(iv) Business Day Convention:
Following Business Day Convention
(v) Interest Period Date:
Not Applicable
(vi) Business Centre(s):
TARGET, Tokyo and London
(vii) Manner in which the Rate(s) of Interest is/are to Screen Rate Determination
be determined:
(viii) Party responsible for calculating the Rate(s) of Not Applicable
Interest and/or Interest Amount(s) (if not the
Calculation Agent):
(ix) Screen Rate Determination
- Reference Rate:
Three (3) month JPY LIBOR
- Interest Determination Date:
Two (2) London Business Days prior to
the first day of each Interest Accrual
Period
- Relevant Screen Page:
Reuters Screen 3750
- Relevant Screen Page Time:
11.00 a.m. (London time)
(x) FBF Determination
Not Applicable
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(xi) ISDA Determination
Not Applicable
(xii) Margin(s):
+0.20 per cent. per annum
(xiii)Minimum Rate of Interest:
Not Applicable (Subject to Condition
5(g)(ii))
(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
JPY
100,000,000
per
Note
of
JPY 100,000,000 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 (Condition 6(l)):
JPY
100,000,000
per
Note
of
JPY 100,000,000 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(h)):
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
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(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, Tokyo 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 Euro 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: 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:
Euro 7,425 (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
HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters.
5
BENCHMARK
Benchmarks:
Amounts payable under the Notes will be calculated by reference to
LIBOR which is provided by ICE Benchmark Administration
Limited ("ICE"). As at 6 March 2019, ICE 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).
6
OPERATIONAL INFORMATION
ISIN:
FR0013405628
Common Code:
195754306
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(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
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Delivery:
Delivery free of payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
7
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 of
Dealer:
Morgan Stanley & Co. International plc
(iv) Prohibition of Sales to EEA
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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