Bond RCI Finance 4.875% ( FR001400CRG6 ) in EUR

RCI Finance

100 % ⇌

France

FR001400CRG6 ( in EUR )

4.875% per year ( payment 1 time a year)

21/09/2028

Prospectus brochure of the bond RCI Banque FR001400CRG6 en EUR 4.875%, maturity 21/09/2028

1 000 EUR

650 000 000 EUR

21/09/2026 ( In 225 days )

RCI Banque is a French captive finance company specializing in automotive financing and insurance services, primarily supporting Renault and Nissan brands globally.

RCI Banque's ?650,000,000 4.875% bond (ISIN: FR001400CRG6), issued in France, currently trades at 100% of its face value, matures on September 21, 2028, pays interest annually, and has a minimum purchase size of ?1,000.

EU MIFID II PRODUCT GOVERNANCE / RETAIL INVESTORS, PROFESSIONAL INVESTORS
AND ECPS 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 on EU MiFID II product governance requirements published by
ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as
amended, "EU MiFID II"); (ii) all channels for distribution to eligible counterparties and professional
clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are
appropriate - investment advice, portfolio management, non-advised sales and pure execution services,
subject to the distributor's suitability and appropriateness obligations under EU MiFID II, as applicable.
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 EU 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, subject to the distributor's suitability and appropriateness obligations under EU MiFID II, as
applicable.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ASSESSMENT 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 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-
legislative materials"), has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA ("UK MiFIR"); and (ii) all channels for distribution 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") 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.
PROHIBITION OF SALES TO UK RETAIL 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 United Kingdom. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation.

19 September 2022
RCI Banque

Legal Entity Identifier (LEI) : 96950001WI712W7PQG45
Issue of 650,000,000 4.875 per cent. Notes due 21 September 2028 (the "Notes")

under the 23,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the base prospectus dated 10 November 2021 (the "Base Prospectus") and the
supplements to the Base Prospectus dated 6 April 2022, 30 May 2022 and 6 September 2022 which together
constitute a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "EU
Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 8 of the EU Prospectus Regulation 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. However, a summary of the issue of the
Notes in English and French is annexed to these Final Terms. 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 websites
of (a) the Autorité des marchés financiers (www.amf-france.org) and (b) the Issuer (www.rcibs.com).
1.
(a)
Series Number:

332

(b)
Tranche Number:

1

(c)
Date on which Notes become

Not Applicable

assimilated (assimilables) and

form a single series:
2.
Specified Currency or Currencies:

Euro or
3.
Aggregate Nominal Amount:

(a)
Series:

Euro 650,000,000

(b)
Tranche:

Euro 650,000,000
4.
Issue Price:

99.639 per cent. of the Aggregate Nominal Amount
5.
(a)
Specified Denomination:

Euro 1,000

(b)
Calculation Amount:

Euro 1,000
6.
(a)
Issue Date:

21 September 2022

(b)
Interest Commencement Date:

Issue Date
7.
Maturity Date:

21 September 2028
8.
Interest Basis:

4.875 per cent. Fixed Rate per annum. (further
particulars specified in Paragraph 14 below)
9.
Change of Interest Basis or

Not Applicable
Redemption/Payment Basis:
10.
Redemption/Payment Basis:

Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at par
2

11.
Put/Call Options:

Issuer Call
(further particulars specified in paragraph 18 below)
12.
(a)
Status of the Notes:

Senior Preferred Notes
(b)
Date of corporate authorisation for
3 December 2021
issuance of Notes obtained:
13.
Method of Distribution:

Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions

Applicable

(a)
Rate of Interest:

4.875
per
cent.
per
annum
payable
annually in arrear

(b)
Interest Payment Dates:

21 September in each year commencing on 21
September 2023 up to and including the Maturity Date

(c)
Fixed Coupon Amount:

Euro 48.75 per Calculation Amount

(d)
Initial Broken Amount:

Not Applicable

(e)
Final Broken Amount(s):

Not Applicable

(f)
Day Count Fraction:

Actual/Actual (ICMA)

(g)
Determination Dates:

21 September in each year

(h)
Party responsible for calculation of
Not Applicable
Interest Amounts (if not the
Calculation Agent):
15.
Floating Rate Note Provisions

Not Applicable
16.
Inflation Linked Note Provisions

Not Applicable
17.
Zero Coupon Note Provisions

Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Issuer Call (Condition 8(d)):

Applicable

(a)
Optional Redemption Dates:

Each Payment Day as defined in Condition 7(g) from
and including 21 June 2028 up to but excluding the
Maturity Date

(b)
Optional Redemption Amount(s) of
Euro 1,000 per Calculation Amount
each Note:

(c)
Notice period:

As set out in Condition 8(d)
19.
Put Option (Condition 8(e)):

Not Applicable
20.
Make-whole Redemption (Condition 8(f)):
Not Applicable

21.
Early
Redemption
Amount:
Euro 1,000 per Calculation Amount
Early
Redemption
Amount(s)
per

Calculation Amount payable on redemption
for taxation reasons or on event of default
and/or the method of calculating the same (if
required or if different from that set out in
Condition 8(i):
3

22.
Events of Default for Senior Preferred

The Events of Default specified in Condition 11(a) are
Notes:
applicable
23.
Prior Approval of the Relevant Regulator:
Not Applicable
24.
Gross-up on payments of Principal:

The gross-up on payments of Principal referred to in
Condition 7(h) and Condition 9 is applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.
Form of Notes:

Dematerialised Notes

(i)
Form of Dematerialised Notes:

Bearer dematerialised form (au porteur)

(ii)
Registration Agent:

Not Applicable

(iii)
Temporary Global Certificate:

Not Applicable
26.
Financial Centre(s) or other special

Not Applicable
provisions relating to payment days:
27.
Talons for future Coupons or Receipts to be
No
attached to Definitive Materialised Notes
(and dates on which such Talons mature):
28.
Details relating to Instalment Notes:

Not Applicable
29.
Redenomination, renominalisation and

Not Applicable
reconventioning provisions:
30.
Consolidation provisions:

Not Applicable
31.
Representation of Noteholders/Masse:

Condition 13 applies
The Representative shall be:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
33, rue Anna Jacquin
92100 Boulogne Billancourt
France

Represented by its Chairman
The Representative will be entitled to a remuneration
of 500 (VAT excluded) per year, payable up front on
the Issue Date.
The Representative will exercise its duty until its
dissolution, resignation or termination of its duty by a
general assembly of Noteholders or until it becomes
unable to act. Its appointment shall automatically cease
on the Maturity Date, or total redemption prior to the
Maturity Date.

DISTRIBUTION
32.
(a)
If syndicated, names and addresses
BNP Paribas
of the Joint Lead Managers and
16 boulevard des Italiens
75009 Paris
underwriting commitments:
France
Underwriting Commitment: Euro 162,250,000

Citigroup Global Markets Europe AG
4

Reuterweg 16
60323 Frankfurt am Main
Germany
Underwriting Commitment: Euro 162,250,000

Commerzbank Aktiengesellschaft
Kaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Germany
Underwriting Commitment: Euro 162,250,000

Crédit Industriel et Commercial S.A.
6 avenue de Provence
75009 Paris
France
Underwriting Commitment: Euro 162,250,000

(b)
Date of Syndication Agreement:

19 September 2022

(c)
Stabilising Manager(s) (if any):

BNP Paribas
33.
If non-syndicated, name and addresses of

Not Applicable
Dealer:
34.
Total commission and concession:

0.325 per cent. of the Aggregate Nominal Amount
35.
U.S. Selling Restrictions:

Reg. S Compliance Category 1; TEFRA Not
Applicable
36.
Non-exempt Offer:

An offer of the Notes may be made by the Joint Lead
Managers other than pursuant to Article 1(4) of the EU
Prospectus Regulation in Denmark, Germany, Italy,
the Grand Duchy of Luxembourg, the Netherlands and
Romania ("Public Offer Jurisdictions") during the
period from 19 September 2022 until the Issue Date
("Offer Period").
37.
Prohibition of Sales to EEA Retail Investors:
Not Applicable
37.
Prohibition of Sales to UK Retail Investors:
Applicable

5

Signed on behalf of the Issuer:
By:
Duly authorised

6

PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

Admission to trading
Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on Euronext Paris
with effect from the Issue Date.
2.
RATINGS

Ratings:
The Notes to be issued have been rated:
S&P Global Ratings Europe Limited ("S&P"): BBB-
(stable outlook)
Moody's France S.A.S. ("Moody's"): Baa2 (negative
outlook)

S&P and Moody's are established in the EEA and are
registered under Regulation (EU) No 1060/2009, as
amended (the "EU CRA Regulation"). As such S&P and
Moody's are included in the list of credit rating agencies
published by the European Securities and Markets
Authority
on
its
website
http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs in accordance with the EU CRA
Regulation. Each of Moody's and S&P appears on the
latest update of the list of registered credit rating agencies
(as of 24 March 2022) on the ESMA website
(http://www.esma.europa.eu).

The ratings S&P and Moody's have given to the Notes are
endorsed by a credit agency which is established in the UK
and registered under Regulation (EU) No 1060/2009 as it
forms part of domestic law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (the
"UK CRA Regulation").

According to S&P's definitions, an obligation rated 'BBB'
exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances
are more likely to weaken the obligor's capacity to meet
its financial commitments on the obligation. The addition
of a plus (+) or minus (-) sign shows relative standing
within the rating categories.
According to Moody's, obligations rated Baa2 are
considered as medium grade, with some speculative
elements and moderate credit risk.

7

3.
NOTIFICATION
The AMF has provided the Autoriteit Financiele Markten in the Netherlands, Bundesanstalt für
Finanzdienstleistungsaufsicht in Germany, Finanstilsynet in Denmark, the Commissione
Nazionale per le Società e la Borsa in Italy, the Commission de Surveillance du Secteur Financier
in Luxembourg and Autoritatea de Supraveghere Financiar in Romania with a certificate of
approval attesting that the Base Prospectus has been drawn up in accordance with the EU
Prospectus Regulation.
4.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Joint Lead Managers and as discussed in "Risk Factors (Potential
conflicts of interest)" and "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. The Joint Lead Managers and their
affiliates have engaged, and may in the future engage, in investment banking and/or commercial
banking (including hedging) transactions with, and may perform other services for, the Issuer and
its affiliates in the ordinary course of business.
All or some of the Joint Lead Managers and their affiliates may have positions, deal or make
markets in the Notes issued under the Programme, related derivatives and reference obligations,
including (but not limited to) entering into hedging strategies with the Issuer and its affiliates,
investor clients, or as principal in order to manage their exposure, their general market risk, or
other trading activities. For the purposes of this paragraph the term "affiliates" includes parent
companies.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reasons for the offer:
The net proceeds of the Notes will be used by the Issuer
for the general financing purposes of the Issuer and its
consolidated subsidiaries.
(ii)
Estimated net proceeds:
Euro 645,541,000
(iii)
Estimated total expenses:
Euro 27,700
6.
YIELD
Indication of yield:
4.946 per cent. per annum

The yield is calculated at the Issue Date on
the basis of the Issue Price. This is not an
indication of future yield.
7.
OPERATIONAL INFORMATION
ISIN Code:

FR001400CRG6
Common Code:

253534907
Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking, S.A. and
the
relevant
identification
number(s):
Delivery:

Delivery against payment
Names
and
addresses
of
Citibank, N.A., London Branch
additional Paying Agent(s) (if
13th Floor, Citigroup Centre
any):
Canada Square
Canary Wharf
London E14 5LB
8

United Kingdom

8.
TERMS AND CONDITIONS OF THE OFFER
Offer Price:

Issue Price

Indicate the amount of any
Not Applicable
expenses and taxes specifically
charged to the subscriber or
purchaser:
The time period, including any
From 19 September 2022 up to and including the Issue
possible
amendments,
during
Date
which the offer will be open and
description of the application
process:
Conditions to which the offer is
Not Applicable
subject:
Description of possibility to reduce
Not Applicable
subscriptions and manner for
refunding excess amount paid by
applicants:
Details of the minimum and/or
Not Applicable
maximum amount of application:
Details of the method and time
Not Applicable
limits for paying up and delivering
the Notes:
Manner in and date on which
Not Applicable
results of the offer are to be made
public:
Procedure for exercise of any right
Not Applicable
of pre-emption, negotiability of
subscription rights and treatment
of
subscription
rights
not
exercised:
If the offer is being made
Not Applicable
simultaneously in the markets of
two or more countries and if a
tranche has been or is being
reserved for certain of these,
indicate any such tranche:
Process
for
notification
to
Not Applicable
applicants of the amount allotted
and the indication whether dealing
may begin before notification is
made:
Amount of any expenses and taxes
Not Applicable
specifically
charged
to
the
subscriber or purchaser:
Name(s) and address(es), to the
Not Applicable
extent known to the Issuer, of the
placers in the various countries
where the offer takes place:
9

9.
PLACING AND UNDERWRITING
Name and address of the co-
BNP Paribas
ordinator(s) of the global offer and
16 boulevard des Italiens
of single parts of the offer:
75009 Paris
France

Name and address of any paying
Not Applicable
agents and depository agents in
each country (in addition to the
Principal Paying Agent):
Names and addresses of entities
BNP Paribas
agreeing to underwrite the issue on
16 boulevard des Italiens
a firm commitment basis, and
75009 Paris
entities agreeing to place the issue
France
without a firm commitment or

under "best efforts" arrangements:
Citigroup Global Markets Europe AG
Reuterweg 16
60323 Frankfurt am Main
Germany

Commerzbank Aktiengesellschaft
Kaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Germany

Crédit Industriel et Commercial S.A.
6 avenue de Provence
75009 Paris
France

When the Syndication Agreement
19 September 2022
has been or will be reached:
Name and address of entities which
Not Applicable
have a firm commitment to act as
intermediaries
in
secondary
trading:

10