Bond Groupe BPCE 6.54129% ( FR0013404290 ) in USD

Groupe BPCE

100 % ⇌

France

FR0013404290 ( in USD )

6.54129% per year ( payment 2 times a year)

25/02/2024 - Bond has expired

Prospectus brochure of the bond BPCE FR0013404290 in USD 6.54129%, expired

200 000 USD

35 000 000 USD

The second-largest banking group in France, comprising the Banque Populaire and Caisse d'Épargne networks.

BPCE's USD-denominated bond (FR0013404290), a ?35,000,000 issuance with a 6.54129% coupon, maturing on February 25, 2024, and trading at 100%, has reached maturity and been redeemed.

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 21 February 2019

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

SERIES NO: 2019-16
TRANCHE NO: 1

USD 35,000,000 Floating Rate Senior Preferred Notes due 25 February 2024

(the "Notes")

Dealer

HSBC Bank 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 2018 which received visa n°18-528 from
the Autorité des marchés financiers (the "AMF") on 21 November 2018 (the "Base Prospectus"), which
constitutes 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. 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. The Base Prospectus is 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:
2019-16

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

(i) Series:
USD 35,000,000

(ii) Tranche:
USD 35,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
USD 200,000
7
(i) Issue Date:
25 February 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) month USD LIBOR +0.90 per cent.
Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 25 February 2024
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
Decisions of the Directoire of the Issuer dated 9 April
for issuance of Notes obtained:
2018 and 16 July 2018 and of Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 14 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:
25 February, 25 May, 25 August and 25 November in
each year, subject to adjustment in accordance with the
Business Day Convention set out in (iv) below

(iii) First Interest Payment Date:
25 May 2019, subject to adjustment in accordance with
the Business Day Convention set out in (iv) below

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

(v) Interest Period Date:
Not Applicable

(vi) Business Centre(s):
New York, London, 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:
Three (3) months USD LIBOR

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

Relevant Screen Page:
Reuters Page LIBOR01

Relevant Screen Page Time
11:00 a.m. (London time)

(x) FBF Determination
Not Applicable

(xi) ISDA Determination:
Not Applicable

(xii) Margin(s):
+ 0.90 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
Applicable
Option:
21 Final Redemption Amount of each Note
USD 200,000 per Note of USD 200,000 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 200,000 per Note of USD 200,000 Specified
Senior Note payable on redemption
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):
Not Applicable
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: amount
Not Applicable
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.

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 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 3,325
admission to trading:
2
RATINGS

Ratings:
The Notes to be issued have been 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 Screen Page LIBOR01.
5
BENCHMARK

Amounts payable under the Notes will be calculated by reference to three (3) months USD LIBOR which
is provided by ICE Benchmark Administration Limited. As at the date of these Final Terms, ICE
Benchmark 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:
FR0013404290

Common Code:
195417741

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
HSBC Bank plc
Dealer:
8 Canada Square
London E14 5HQ
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):