Obligation BPCe 0.625% ( FR0013367406 ) en EUR

BPCe

100 % ⇌

France

FR0013367406 ( en EUR )

0.625% par an ( paiement annuel )

26/09/2023 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013367406 en EUR 0.625%, échue

BPCE est un groupe bancaire coopératif français, deuxième acteur bancaire en France, composé notamment des réseaux bancaires Caisse d'Epargne et Banque Populaire.

L'Obligation émise par BPCe ( France ) , en EUR, avec le code ISIN FR0013367406, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/09/2023

Final Terms dated 24 September 2018
BPCE
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2018-28
TRANCHE NO: 1
Euro 1,250,000,000 0.625 per cent. Senior Preferred Notes due 26 September 2023 (the "Notes")
Lead Manager
Natixis
Joint Lead Managers
ABN AMRO Bank N.V.
Bankia, S.A.
ING Bank N.V.
Skandinaviska Enskilda Banken AB (publ)

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that, in relation to the type of clients criterion only:
(i) the type of clients to whom the Notes are targeted 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' type of
clients 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' type of clients
assessment) and determining appropriate distribution channels.
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 1 December 2017 which received visa n°17-625 from the Autorité des
marchés financiers (the "AMF") on 1 December 2017 (the "Base Prospectus") and the first supplement to the
Base Prospectus dated 24 January 2018 which received visa n°18-024 from the AMF, the second supplement
to the Base Prospectus dated 20 February 2018 which received visa n°18-047 from the AMF, the third
supplement to the Base Prospectus dated 6 March 2018 which received visa n°18-075 from the AMF, the fourth
supplement dated 5 April 2018 which received visa n°18-115 from the AMF, the fifth supplement dated
11 June 2018 which received visa n°18-236 from the AMF, the sixth supplement dated 10 August 2018 which
received visa n°18-382 from the AMF and the seventh supplement dated 14 September 2018 which received
visa n°18-428 from the AMF (together, the "Supplements"), which together constitute 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 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. 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 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:
2018-28
(ii)
Tranche Number:
1
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:
(i)
Series:
EUR 1,250,000,000
(ii)
Tranche:
EUR 1,250,000,000
5
Issue Price:
99.447 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
EUR 100,000
7
(i)
Issue Date:
26 September 2018
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(ii)
Interest Commencement Date:
Issue Date
8
Interest Basis:
0.625 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
26 September 2023
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 for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
9 April 2018
and decision of Jean-Philippe
Berthaut, Responsable Emissions Groupe, dated
17 September 2018
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions:
Applicable
(i)
Rate of Interest:
0.625 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii)
Interest Payment Date(s):
26 September in each year commencing on
26 September 2019
(iii) Fixed Coupon Amount:
EUR 625 per Note of EUR 100,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
26 September in each year
(viii) Payments on Non-Business Days:
As per the Conditions
15
Floating Rate Note Provisions:
Not Applicable
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
Option:
Not Applicable
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21
Final Redemption Amount of each Note:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
22
Inflation Linked Notes Provisions relating to
the Final Redemption Amount:
Not Applicable
23
Early Redemption Amount:

(i)
Early Redemption Amount(s) of each
Senior Note payable on redemption 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)):
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

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

(iii) Redemption
for
taxation
reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
Yes

(iv) Unmatured Coupons to become void
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
Not Applicable
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 attached to
Definitive Notes (and dates on which such Talons
mature):
Not Applicable
27
Details relating to Instalment Notes: amount of each
instalment, date on which each payment is to be made:
Not Applicable
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28
Redenomination provisions:
Not Applicable
29
Purchase in accordance with applicable French laws
and regulations:
Applicable
30
Consolidation provisions:
Not Applicable
31
Events of Default for Senior Preferred Notes
(Condition 9(a)):
Applicable
32
Meeting and Voting Provisions (Condition 11):
Contractual Masse shall apply
Name and address of the Representative:
MCM AVOCAT, Selarl d'avocats
interbarreaux inscrite au Barreau de Paris
10, rue de Sèze
75009 Paris
France
Represented by Maître Antoine
Lachenaud, Co-gérant - associé
Name and address of the alternate
Representative:
Maître Philippe Maisonneuve
Avocat
10, rue de Sèze
75009 Paris
France
The
Representative
will
receive
a
remuneration of EUR 2,000 (excluding
VAT) per year.
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by: Jean-Philippe Berthaut, Responsable Emissions Groupe
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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 admission to trading: EUR 9,450 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: [A]
Moody's Investor Services: [A1]
S&P: [A]
Each of Fitch, Moody's Investor Services and S&P are 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
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for the offer:
The Issuer intends to lend the net proceeds from the issue of the
Notes to the 14 Banques Populaires and 15 Caisses d'Epargnes of the
Groupe BPCE network (collectively, the "Regional Banks") and
expects that the Regional Banks will exclusively allocate an amount
equal to the net proceeds to finance or refinance loans granted to
clients whose activities contribute to local economic development
across the employment conservation and creation category
("Eligible Social Loans"). The pool of Eligible Social Loans will
exclusively include financing or refinancing of loans to small
businesses and non-profit organizations located in economically and
socially disadvantaged areas in metropolitan France, aiming to
facilitate job conservation or creation and revitalize economically
depressed areas, as further described in the Issuer's Methodology
Note for Social Bonds / Local Economic Development (category:
Employment Conservation & Creation). The list of official codes of
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non-eligible or excluded sectors of economic activity will be
published on a dedicated section of the website of the Issuer.
Eligible Social Loans shall be originated no more than three years
preceding the issuance of the Notes.
In case of early repayment, or exclusion following an annual
monitoring of Eligible Social Loans, or if Eligible Social Loans
mature before the maturity of the Notes, such loans will be replaced
with new Eligible Social Loans. Along the life of the Notes, pending
the allocation of the net proceeds for investment in such Eligible
Social Loans, the Issuer will temporarily invest such net proceeds, at
its discretion, in cash, cash equivalents and/or marketable securities.
Throughout the term of the Notes, the Issuer will monitor Eligible
Social Loans selection and will publish, on the dedicated section of
its website an annual update of the allocation of the net proceeds of
the Notes.
The Issuer's Methodology Note for Social Bonds / Local Economic
Development (category: Employment Conservation & Creation) as
well as the related Second Party Opinion issued by Vigeo-Eiris are
available on the Investors page, Funding section, Social Bonds sub-
section on the Issuer's website (www.groupebpce.fr).
5
YIELD
Indication of yield:
0.738 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
6
OPERATIONAL INFORMATION
ISIN:
FR0013367406
Common Code:
188326307
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear
and
Clearstream:
No
Any clearing system(s) other than
Euroclear and Clearstream and the
relevant identification number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
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7
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
If syndicated:
(a) Names of Managers:
Lead Manager
Natixis
Joint Lead Managers
ABN AMRO Bank N.V.
Bankia, S.A.
ING Bank N.V.
Skandinaviska Enskilda Banken AB (publ)
(b) Stabilising Manager(s) if
Not Applicable
any:
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA RETAIL
Retail Investors:
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
European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning
of Directive 2002/92/EC, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Directive. Consequently, no key
information
document
required
by
Regulation
(EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
(v)
US Selling Restrictions
(Categories of potential investors
to which the Notes are offered):
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
applicable
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