Obbligazione Crédit Agricole SA 8.125% ( USF2R125CD54 ) in USD

Emittente Crédit Agricole SA
Prezzo di mercato refresh price now   100.6 USD  ▼ 
Paese  Francia
Codice isin  USF2R125CD54 ( in USD )
Tasso d'interesse 8.125% per anno ( pagato 4 volte l'anno)
Scadenza perpetue



Prospetto opuscolo dell'obbligazione Crédit Agricole USF2R125CD54 en USD 8.125%, scadenza perpetue


Importo minimo 200 000 USD
Importo totale 1 250 000 000 USD
Cusip F2R125CD5
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Coupon successivo 23/12/2025 ( In 7 giorni )
Descrizione dettagliata Crédit Agricole è un gruppo bancario francese leader nel settore dell'agricoltura e del credito cooperativo.

Il Crédit Agricole ha emesso un'obbligazione perpetua in USD (ISIN: USF2R125CD54, CUSIP: F2R125CD5) con un tasso di interesse dell'8,125%, attualmente negoziata al 102,353% del valore nominale, per un ammontare totale di 1.250.000.000 USD, con taglia minima di 200.000 USD, rating S&P BBB- e frequenza di pagamento quadrimestrale.








IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs")
WITHIN THE MEANING OF RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
(2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED
STATES.
IMPORTANT: Investors must read the following before continuing. The fol owing applies to the prospectus (the "Prospectus")
following this page, and investors are therefore advised to read this carefully before accessing, reading or making any other use of the
Prospectus. In accessing the Prospectus, investors agree to be bound by the fol owing terms and conditions, including any
modifications to them any time investors receive any information from the Issuer as a result of such access.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING IN THIS ELECTRONIC
TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
MAKE SUCH AN OFFER. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF OTHER JURISDICTIONS.
Confirmation of Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the
securities, investors must be either (1) QIBs (within the meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons
outside the United States. This Prospectus is being sent to the recipient at its request and by accepting the e-mail and accessing this
Prospectus, recipients shall be deemed to have represented to the Issuer and the Managers that (1) such recipient and any
customers it represents are either (a) QIBs or (b) non-U.S. persons located and receiving this electronic transmission outside the
United States and (2) that the recipient consents to delivery of such Prospectus by electronic transmission.
Recipients are reminded that this Prospectus has been delivered to the recipient on the basis that it is a person into whose
possession this Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which the recipient is located and
the recipient may not, nor is the recipient authorized to, deliver this Prospectus to any other person.
The terms of the issue of the Notes described in this Prospectus are not yet final and are subject to updating, further detailed
negotiation, amendment, verification and completion. The Prospectus is an advertisement and is not a prospectus for the purposes of
Directive 2003/71/EC of the European Parliament and of the Council dated November 4, 2003, as amended, which includes the
amendments made by Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010 (the
"Prospectus Directive"). A final prospectus wil be prepared and made available in accordance with the Prospectus Directive.
Application wil be made to the Autorité des marchés financiers (the "AMF") for approval of the final prospectus in its capacity as
competent authority in France under the Prospectus Directive. Application wil be made for the Notes to be listed and admitted to
trading on the regulated market of Euronext in Paris.
This communication has not been approved by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended) ("FSMA"). Accordingly, this communication is only for distribution to and directed at: (i) in the United
Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling within
Article 49(2)(a) to (d) of the Order; (i ) persons who are outside the United Kingdom; and (i i) any other person to whom it can
otherwise be lawfully distributed (all such persons together being referred to as "Relevant Persons"). The Notes are only available to,
and any invitation, offer, or agreement to subscribe, purchase or otherwise acquire such Notes wil be engaged in only with, Relevant
Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services relating to portfolio management
for the account of third parties (personnnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers)
and/or (i ) qualified investors (investisseurs qualifiés) acting for their own account as defined in, and in accordance with, Articles
L.411- 1, L.411- 2 and D.411- 1 of the French Code monétaire et financier and applicable regulations thereunder.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed
to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
This Prospectus has been sent to the recipient in an electronic form. The recipient is reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or any of the
Managers named herein, nor any person who controls any of them, nor any director, officer, employee or agent of any of them or
affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus
distributed to recipients in electronic format and the hard copy version available to recipients on request from the Issuer or any of the
Managers named herein.






PROSPECTUS
STRICTLY CONFIDENTIAL


US$1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
Issue Price for the Notes: 100%
Crédit Agricole S.A. is offering US$1,250,000,000 principal amount of its Undated Deeply Subordinated Additional
Tier 1 Fixed Rate Resettable Notes (the "Notes").
The Notes wil be issued by Crédit Agricole S.A. (the "Issuer") and wil constitute direct, unsecured and deeply
subordinated debt obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms and
Conditions of the Notes."
The Notes wil bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes"), payable (subject to cancelation as described below) quarterly in arrears on March
23, June 23, September 23 and December 23 of each year (each an "Interest Payment Date"), from (and
including) January 19, 2016 (the "Issue Date") to (but excluding) December 23, 2025 (the "First Call Date") at the
rate of 8.125% per annum. The first payment of interest wil be made on March 23, 2016 in respect of the short
Interest Period from (and including) the Issue Date to (but excluding) the first Interest Payment Date (March 23,
2016). The rate of interest will reset on the First Call Date and on each five-year anniversary thereafter (each, a
"Reset Date"). The Issuer may elect to cancel the payment of interest on the Notes (in whole or in part) on any
Interest Payment Date, and it wil be required to cancel the payment of interest on the Notes on any Interest
Payment Date to the extent that the Distributable Items or Relevant Maximum Distributable Amount is insufficient,
or if the Relevant Regulator requires such interest to be canceled. Interest that is canceled wil not be due on any
subsequent date, and the non-payment wil not constitute a default by the Issuer.
The principal amount of the Notes wil be written down on a pro rata basis with other similar instruments if at any
time the Crédit Agricole S.A. Group's CET1 Capital Ratio falls or remains below 5.125% or the Crédit Agricole
Group's CET1 Capital Ratio falls or remains below 7%. Holders may lose some or substantially al of their
investment in the Notes as a result of such a write-down. Following such reduction, the Current Principal Amount
may, at the Issuer's discretion, be reinstated up to the Original Principal Amount on a pro rata basis with other
similar instruments, if the Crédit Agricole S.A. Group records positive Consolidated Net Income and the Relevant
Maximum Distributable Amount is sufficient, subject to certain conditions. See Condition 6 (Loss Absorption and
Return to Financial Health) in "Terms and Conditions of the Notes."
The Notes have no fixed maturity and holders do not have the right to cal for their redemption. As a result, the
Issuer is not required to make any payment of the principal amount of the Notes at any time prior to the time a
judgment is issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for
any other reason. The Issuer may, at its option, redeem al , but not some only, of the Notes on the First Cal Date
or any Interest Payment Date falling on or about each anniversary of the First Cal Date thereafter at their Original
Principal Amount, or upon the occurrence of certain Tax Events or a Capital Event (each as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the Current Principal Amount, in each case plus any
accrued and unpaid interest, and subject in each case to approval by the Relevant Regulator. If a Capital Event,
Tax Event or Alignment Event has occurred and is continuing in respect of the Notes, the Issuer may substitute al
of such Notes or modify the terms of all of such Notes, without the consent or approval of Holders, so that they
become or remain Qualifying Notes (as defined in Condition 7.7 (Substitution and Modification)).
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council dated November 4, 2003, as amended, which includes the amendments made by
Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010 (the "Prospectus
Directive").
Application has been made to list and admit to trading the Notes, as of their issue date, on the regulated market of
Euronext in Paris ("Euronext Paris"). Euronext Paris is a regulated market within the meaning of the Directive
2004/39/EC of the European Parliament and of the Council dated April 21, 2004.
The Notes are expected to be rated BB+(EXP) by Fitch France S.A.S. ("Fitch") and BB by Standard & Poor's
Credit Market Services S.A.S ("S&P"). Each of Fitch and S&P is established in the European Union ("EU") and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list
of credit rating agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This



list is available on the ESMA website at www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last
updated on October 27, 2015). A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 12 below for risk
factors relevant to an investment in the Notes.
The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of US$1,000 in
excess thereof. Delivery of the Notes wil be made on or about January 19, 2016, in book-entry form only,
through the facilities of The Depository Trust Company ("DTC"), for the accounts of its participants, including
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and Euroclear Bank S.A./N.V.
("Euroclear").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to qualified institutional
buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") and (2) outside
the United States to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation
S"). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Copies of this Prospectus are available on the websites of the AMF (www.amf-france.org) and of the Issuer
(www.credit-agricole.com) and may be obtained, without charge on request, at the principal office of the Issuer
during normal business hours. Copies of all documents incorporated by reference in this Prospectus are
available (i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer
(www.credit-agricole.com) and may be obtained, without charge on request, at the principal office of the Issuer
during normal business hours.


In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its General
Regulations (Règlement général), in particular Articles 211-1 to 216-1, the AMF has granted to this Prospectus
the visa n°16-023 on January 13, 2016. This Prospectus has been prepared by the Issuer and its signatories
assume responsibility for it. In accordance with Article L.621-8-1-I of the French Code monétaire et financier, the
visa has been granted fol owing an examination by the AMF of "whether the document is complete and
comprehensible, and whether the information in it is coherent." It does not imply that the AMF has verified the
accounting and financial data set out in it and the appropriateness of the issue of the Notes.
Sole Bookrunner and Global Coordinator
Crédit Agricole CIB

Joint Lead Managers
Banca IMI
Goldman,
Morgan
Santander
UBS Investment
Wells Fargo
Sachs & Co.
Stanley
Bank
Securities

The date of this Prospectus is January 13, 2016.




The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other
information, and the Issuer takes no responsibility for any other information that others may give to
prospective investors. Prospective investors should carefully evaluate the information provided by the
Issuer in light of the total mix of information available to them, recognizing that the Issuer can provide
no assurance as to the reliability of any information not contained or incorporated by reference in this
Prospectus. The information contained or incorporated by reference in this Prospectus is accurate
only as of the date hereof, regardless of the time of delivery or of any sale of the Notes. It is important
for prospective investors to read and consider al information contained in this Prospectus, including
the documents incorporated by reference herein, in making an investment decision. Prospective
investors should also read and consider the information in the documents to which the Issuer has
referred them under the caption "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of
the Notes. The Issuer and the Managers reserve the right to reject any offer to purchase for any
reason.
Neither the Securities and Exchange Commission (the "SEC"), any state securities
commission nor any other regulatory authority, has approved or disapproved of the Notes; nor
have any of the foregoing authorities passed upon or endorsed the merits of this offering or
the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and wil not be registered under the Securities Act or the securities law of
any U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or such state securities laws. The Notes
are being offered and sold in the United States only to Qualified Institutional Buyers (as defined in
Rule 144A) and outside the United States to non-U.S. persons in accordance with Regulation S under
the Securities Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the
United States by a dealer (whether or not it is participating in the offering) may violate the registration
requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. The Issuer and the Managers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it
implies that there has been no change in the Issuer's affairs or that the information contained or
incorporated by reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
· comply with al applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this Prospectus and the purchase, offer or sale of the Notes;
and
· obtain any consent, approval or permission required to be obtained by them for the purchase,
offer or sale by them of the Notes under the laws and regulations applicable to them in force
iii



in any jurisdiction to which they are subject or in which they make such purchases, offers or
sales; and neither the Issuer nor the Managers shall have any responsibility therefor.
By purchasing the Notes, investors wil be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
The Notes are not intended to be sold and should not be sold to "retail clients" in the European
Economic Area (the "EEA"), as defined in the U.K. Financial Conduct Authority's (the "FCA")
Handbook, in accordance with the rules set out in the FCA's Conduct of Business Sourcebook
("COBS") at COBS 22 (as amended or replaced from time to time) other than in circumstances that do
not and wil not give rise to a contravention of those rules by any person.
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the
Notes to retail investors.
In particular, in June 2015, the FCA published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 and
served to amend COBS 22.
As of October 1, 2015, under the rules set out in COBS 22.3 (as amended or replaced from time to
time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Notes, must not be sold to retail clients in the EEA; and
(ii)
there must not be any communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case, within the
meaning of COBS 22.3), other than in accordance with the limited exemptions set out in
COBS 22.3.
The Managers are required to comply with COBS 22.3. By purchasing, or making or accepting an
offer to purchase, any Notes from the Issuer and/or any Manager, each prospective investor
represents, warrants, agrees and undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in COBS 22);
2.
whether or not it is subject to COBS 22.3, it will not
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or
(B)
communicate (including the distribution of this document) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that is likely to be received by a retail client in the EEA (in each case
within the meaning of COBS 22), in any such case other than (i) in relation to any
sale of, or offer to sell, the Notes (or any beneficial interests therein) to a retail client
in or resident in the United Kingdom, in circumstances that do not and wil not give
rise to a contravention of COBS 22 by any person and/or (i ) in relation to any sale of
or offer to sell the Notes (or any beneficial interests therein) to a retail client in any
EEA member state other than the United Kingdom, where (1) it has conducted an
assessment and concluded that the relevant retail client understands the risks of an
investment in the Notes (or such beneficial interests therein) and is able to bear the
potential losses involved in an investment in the Notes (or such beneficial interests
therein) and (2) it has at al times acted in relation to such sale or offer in compliance
iv



with the Markets in Financial Securities Directive (2004/39/EC) ("MiFID") to the extent
it applies to it or, to the extent MiFID does not apply to it, in a manner which would be
in compliance with MiFID if it were to apply to it; and
(C)
it wil at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution
and/or sale of the Notes (or any beneficial interests therein), including (without
limitation) any such laws, regulations and regulatory guidance relating to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer or any
Manager, the foregoing representations, warranties, agreements and undertakings wil be given by
and be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Managers or any person affiliated
with the Managers in connection with their investigation of the accuracy of such information or their
investment decision. In making an investment decision, prospective investors must rely on their own
examination of the Issuer and the terms of this offering, including the merits and risks involved.
The Issuer and the Managers reserve the right to withdraw this offering at any time before closing, to
reject any offer to purchase, in whole or in part, for any reason, or to sel less than the amount of
Notes offered by this Prospectus.
The Managers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Managers, whether as to the past or the future.
The Managers assume no responsibility for the accuracy or completeness of such information.
Neither the Managers, nor the Issuer, nor any of their respective representatives, are making any
representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with al laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Managers nor the Issuer shall have any
responsibility for any of the foregoing legal requirements.
Notwithstanding anything herein to the contrary, investors may disclose to any and all persons,
without limitation of any kind, the U.S. federal or state income tax treatment and tax structure of this
offering and all materials of any kind (including opinions or other tax analyses) that are provided to the
investors relating to such tax treatment and tax structure. However, any information relating to the
U.S. federal income tax treatment or tax structure shall remain confidential (and the foregoing
sentence shal not apply) to the extent reasonably necessary to enable any person to comply with
applicable securities laws. For this purpose, "tax structure" means any facts relevant to the
U.S. federal or state income tax treatment of this offering but does not include information relating to
the identity of the issuer of the Notes, the issuer of any assets underlying the Notes, or any of their
respective affiliates that are offering the Notes.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, the Issuer wil furnish upon the request of a holder of the Notes or of a beneficial
owner of an interest therein, or to a prospective purchaser of such Notes or beneficial interests
designated by a holder of the Notes or a beneficial owner of an interest therein to such holder,
beneficial owner or prospective purchaser, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act and wil otherwise comply with the requirements of
Rule 144A(d)(4) under the Securities Act, if at the time of such request, the Issuer is not a reporting
v



company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE INVESTORS
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus
nor any other financial statements are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Issuer or the Managers that any
recipient of this Prospectus or any other financial statements should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Managers undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Managers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes it purchases occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Manager(s) named as the stabilizing manager(s) (if any)
(the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s)) may
over-al ot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager(s)) wil undertake
stabilization action. In connection with any series of Notes listed on a regulated market in the
European Union, any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant series of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant series of Notes and 60 days after the date of the al otment of the relevant series of Notes.
Any stabilization action or over-al otment must be conducted by the relevant Stabilizing Manager(s)
(or persons acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and
rules.
This Prospectus has not been approved by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (as amended) ("FSMA"). Accordingly, this Prospectus is
only for distribution to and directed at: (i) in the United Kingdom, persons having professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth
entities falling within Article 49(2)(a) to (d) of the Order; (i ) persons who are outside the United
Kingdom; and (i i) any other person to whom it can otherwise be lawful y distributed (al such persons
together being referred to as "Relevant Persons"). The Notes are only available to, and any
invitation, offer, or agreement to subscribe, purchase or otherwise acquire such Notes wil be
vi



engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services
relating to portfolio management for the account of third parties (personnnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier and applicable
regulations thereunder.
Investors should be informed that (A) no prospectus (including any amendment, supplement or
replacement thereto) has been prepared in connection with the offering of the Notes that has been
approved by the AMF or by the competent authority of another State that is a contracting party to the
Agreement on the European Economic Area and notified to the AMF and that (B) the direct or indirect
distribution to the public in France of any Notes acquired by those investors to whom offers and sales
of the Notes in France may be made as described above may be made only as provided by
Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L. 621-8-3 of the French Code monétaire et
financier and applicable regulations thereunder.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of
the European Economic Area (each, a "Relevant Member State") wil be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Joint Lead Manager, Bookrunner or
Co-Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Joint Lead Manager, Bookrunner or Co-Manager have authorized, nor do
they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for
the Issuer or any Joint Lead Manager, Bookrunner or Co-Manager to publish or supplement a
prospectus for such offer. As used herein, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
The Notes are not being offered or sold and wil not be offered or sold in Hong Kong, by means of any
document, the Notes other than (a) to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances that do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or that do not constitute an offer to the public within the meaning
of that Ordinance; and no advertisement, invitation or document relating to the Notes has been or wil
be issued or has been or wil be in the possession of the Managers for the purposes of issue, whether
in Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to "professional investors" as defined in the Securities and Futures
Ordinance (Cap. 571) and any rules made under that Ordinance.
The Notes have not been and wil not be registered under the Financial Instruments and Exchange
Law of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law").
Accordingly, each of the Managers has represented and agreed that it has not, directly or indirectly,
offered or sold and wil not, directly or indirectly, offer or sell the Notes in Japan or to, or for the benefit
of, a resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to, or for
the benefit of, a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with the Financial Instruments and Exchange Law and
other relevant laws and regulations of Japan. As used in this paragraph, a "resident of Japan"
means any person resident in Japan.
vii



The Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the
People's Republic of China (the "PRC") (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each Manager has represented and agreed that it has not offered or sold any Notes or
caused such Notes to be made the subject of an invitation for subscription or purchase and wil not
offer or sell such Notes or cause such Notes to be made the subject of an invitation for subscription or
purchase, and has not circulated or distributed, nor wil it circulate or distribute, this Prospectus or any
other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of such Notes, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore
(the "SFA"), (i ) to a relevant person pursuant to Section 275(1), or any person pursuant to Section
275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (i i) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person that is:
·
a corporation (that is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or
·
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Securities pursuant to an offer made under Section 275 of
the SFA except:
·
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA;
·
where no consideration is or wil be given for the transfer;
·
where the transfer is by operation of law; or
·
as specified in Section 276(7) of the SFA.
vii



TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ............ vii
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ................................................................ ix
FORWARD-LOOKING STATEMENTS ................................................................................................... x
CERTAIN TERMS USED IN THIS PROSPECTUS ...............................................................................xii
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ xiii
CROSS-REFERENCE TABLE..............................................................................................................xvi
PRESENTATION OF FINANCIAL INFORMATION ............................................................................ xxiii
EXCHANGE RATE AND CURRENCY INFORMATION ......................................................................xxv
OVERVIEW ............................................................................................................................................. 1
THE OFFERING ..................................................................................................................................... 3
SELECTED FINANCIAL INFORMATION ............................................................................................. 10
RISK FACTORS .................................................................................................................................... 12
CAPITALIZATION ................................................................................................................................. 32
USE OF PROCEEDS ............................................................................................................................ 33
CET1 CAPITAL RATIOS ....................................................................................................................... 34
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 36
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 45
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 68
TAXATION ............................................................................................................................................ 72
BENEFIT PLAN INVESTOR CONSIDERATIONS................................................................................ 77
PLAN OF DISTRIBUTION .................................................................................................................... 79
NOTICE TO U.S. INVESTORS ............................................................................................................. 84
LEGAL MATTERS ................................................................................................................................ 87
STATUTORY AUDITORS ..................................................................................................................... 88
GENERAL INFORMATION ................................................................................................................... 89




Document Outline