Bond Groupe BPCE 6.44078% ( FR0013494101 ) in USD

Groupe BPCE

100 % ⇌

France

FR0013494101 ( in USD )

6.44078% per year ( payment 2 times a year)

13/03/2027

Prospectus brochure of the bond BPCE FR0013494101 en USD 6.44078%, maturity 13/03/2027

1 000 000 USD

42 000 000 USD

13/06/2026 ( In 79 days )

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

A fixed-income instrument, identified by the ISIN FR0013494101, has been issued by BPCE, France's second-largest banking group. BPCE, a cooperative financial institution formed by the merger of Groupe Caisse d'Épargne and Groupe Banque Populaire, is renowned for its extensive network, diversified financial services spanning retail banking, corporate finance, and asset management, and its significant market presence both domestically and internationally. This bond, originating from France and denominated in USD, is currently trading on the market at 100% of its par value, providing an attractive annual interest rate of 6.44078%. The total offering size for this particular issuance amounts to $42,000,000, with a minimum purchase requirement set at $1,000,000. Interest payments are scheduled semi-annually, and the bond is set to mature on March 13, 2027.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer 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 11 March 2020
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2020-10
TRANCHE NO: 1
USD 42,000,000 Floating Rate Notes due March 2027
J.P. Morgan

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 and Supplement n°1
dated 18 February 2020 which received approval number n° 20-044 from the AMF on 18 February 2020
(together the "Base Prospectus"), which constitute a base prospectus for the purposes of 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 in order to obtain all the relevant
information. 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:
2020-10
(ii)
Tranche Number:
1
3
Specified Currency or Currencies:
United States Dollar ("USD")
4
Aggregate Nominal Amount:
(i)
Series:
USD 42,000,000
(ii)
Tranche:
USD 42,000,000
5
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
USD 1,000,000
7
(i)
Issue Date:
13 March 2020
(ii)
Interest Commencement Date:
Issue Date
8
Interest Basis:
3-month USD LIBOR plus 0.80 per cent. Floating
Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 13 March 2027
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
Decision of the Directoire of the Issuer dated 2 April
for issuance of Notes obtained:
2019 and decision of Jean-Philippe Berthaut, Head of
Group Funding, dated 4 March 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 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 Dates:
13 March, 13 June, 13 September and 13 December in
each year, subject to adjustment in accordance with the
Business Day Convention set out in (iv) below
(iii) First Interest Payment Date:
13 June 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:
3 month USD LIBOR

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

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):
Plus 0.80 per cent. per annum
(xiii) Minimum Rate of Interest:
0.00 per cent
(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
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 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):
London, New York 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: 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 so long as any of
the Notes are 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:
Applicable
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 PERFORMANCE OF RATES
Details of performance of LIBOR rates can be obtained free of charge from LIBOR01.
5
NOTES LINKED TO A BENCMARK ONLY BENCHMARK
Benchmarks:
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 adminsitrators 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:
FR0013494101
Common Code:
213317300
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 against 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
J.P. Morgan Securities plc
Dealer:
25 Bank Street
Canary Wharf
London E14 5JP
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):