Obligation BPCe 6.50767% ( FR0013533452 ) en USD

BPCe

100 % ⇌

France

FR0013533452 ( en USD )

6.50767% par an ( paiement semestriel )

14/09/2027 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013533452 en USD 6.50767%, échue

1 000 000 USD

10 000 000 USD

BPCE est un groupe bancaire coopératif français, le deuxième plus important du pays, constitué des réseaux Banques Populaires et Caisses d'Épargne, ainsi que de sa filiale Natixis.

L'obligation FR0013533452 émise par BPCE en France, d'une valeur nominale totale de 10 000 000 USD et d'une taille minimale d'achat de 1 000 000 USD, avec un taux d'intérêt de 6,50767%, libellée en USD et échéant le 14/09/2027 (paiements semestriels), a atteint sa maturité et a été intégralement remboursée au prix de 100%.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the 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 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.

Final Terms dated 10 September 2020

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2020-38
TRANCHE NO: 1
Issue of USD 10,000,000 Floating Rate Senior Preferred Notes due September 2027 (the "Notes")

MIZUHO INTERNATIONAL PLC

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 2019 which received approval number
n°19-539 from the Autorité des marchés financiers (the "AMF") on 21 November 2019 (the "Base
Prospectus"), the first supplement to the Base Prospectus dated 18 February 2020 which received approval
number n°20-044 from the AMF, the second supplement to the Base Prospectus dated 3 April 2020 which
received approval number n°20-116 from the AMF, the third supplement to the Base Prospectus dated
24 April 2020 which received approval number n°20-156 from the AMF, the fourth supplement to the Base
Prospectus dated 3 June 2020 which received approval number n°20-236 from the AMF and the fifth
supplement to the Base Prospectus dated 11 August 2020 which received approval number n°20-389 from
the AMF (together, the "Supplements") which together constitute a base prospectus for the purposes of the
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus
Regulation and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain
all the relevant information. The Base Prospectus and the Supplement(s) 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:
2020-38

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
United States Dollar ("USD")
4
Aggregate Nominal Amount:

(i) Series:
USD 10,000,000

(ii) Tranche:
USD 10,000,000
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 September 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
USD 3-months LIBOR + 0.86 per cent. per annum
Floating Rate

(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 14 September 2027
10 Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 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
for issuance of Notes obtained:
24 March 2020 and decision of Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 2 September
2020
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:
Quarterly, payable every 14 of March, June,
Septemberand December in each year from and
including 14 December 2020 up to and including the
Maturity Date, subject to adjustment in accordance
with the Business Day Convention set out in (iv)
below

(iii) First Interest Payment Date:
14 December 2020

(iv) Business Day Convention:
Modified Following Business Day Convention

(v) Interest Period Date:
Not Applicable

(vi) Business Centre(s):
London, New York and TARGET

(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/or Interest
Amount(s) (if not the Calculation
Agent):

(ix) Screen Rate Determination:
Applicable

Reference Rate:
USD 3-months LIBOR

Interest Determination
Two (2) London Business Days prior to the first day
Date:
in each Interest Accrual Period

Relevant Screen Page:
Reuters page LIBOR01

Relevant Screen Page Time
Not Applicable

(x) FBF Determination
Not Applicable

(xi) ISDA Determination:
Not Applicable

(xii) Margin(s):
+ 0.86 per cent. per annum

(xiii) Minimum Rate of Interest:
Not Applicable

(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
Applicable
Option:
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
Not Applicable
to the Final Redemption Amount:
23 Early Redemption Amount

(i) Early Redemption Amount(s) of each
USD 1,000,000 per Note of USD 1,000,000
Senior Note payable on redemption
Specified Denomination
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)):

(ii) Early Redemption Amount(s) of each
Not Applicable
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)):

(iii) Redemption for taxation reasons
No
permitted on days others than Interest
Payment Dates (Condition 6(i)):

(iv) Unmatured Coupons to become void
Not Applicable
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
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):
New York, London and TARGET

26 Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Notes (and dates on
which such Talons mature):
27 Details relating to Instalment Notes:
Not Applicable
amount of each instalment, date on which
each payment is to be made:
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable
Applicable
French laws and regulations:
30 Consolidation provisions:
Not Applicable
31 Meeting and Voting Provisions (Condition
Contractual Masse shall apply
11):
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
EUR 2,000 (excluding VAT) per year so long as any
of the Notes remains outstanding.

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

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
EUR 4,900
admission to trading:
2
RATINGS

Ratings:
Not Applicable
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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 - PERFORMANCE OF RATES

Details of performance of LIBOR rates can be obtained free of charge, from Reuters LIBOR01 screen
page.
5
NOTES LINKED TO A BENCHMARK ONLY BENCHMARK

Benchmarks:
Amounts payable under the Notes will be calculated by
reference to three (3) months USD LIBOR which is
provided by ICE Becnhmark Administration Limited. As
at the date of these Final Terms, ICE Becnhmark
Administration Limited 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").
6
OPERATIONAL INFORMATION

ISIN:
FR0013533452

Common Code:
222826489

Depositaries:

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

(ii) Common Depositary for Euroclear and
No
Clearstream:

Any clearing system(s) other than Euroclear
Not Applicable
and Clearstream and the relevant
identification number(s):

Delivery:
Delivery free of payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
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 and address of
Mizuho International plc, Mizuho House, 30 Old
Dealer:
Bailey, London EC4M 7AU, United Kingdom

(iv) Prohibition of Sales to EEA Retail
Not Applicable
Investors:

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

which the Notes are offered):

Document Outline

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