Obligation Groupe BPCE 1% ( FR0013412343 ) en EUR

Groupe BPCE

100 % ▲

France

FR0013412343 ( en EUR )

1% par an ( paiement annuel )

31/03/2025 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013412343 en EUR 1%, échue

1 000 EUR

1 050 000 000 EUR

Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'obligation FR0013412343 émise par BPCE en France, d'une valeur nominale de 1 050 000 000 EUR, offre un taux d'intérêt de 1%, échéant le 31/03/2025, avec un paiement annuel, négociée actuellement à 100% de sa valeur nominale, et accessible à partir d'un achat minimum de 1 000 EUR.

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 5 September 2019
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2019-27
TRANCHE NO: 2
Issue of Euro 50,000,000 1.00 per cent. Senior Non-Preferred Notes due 1 April 2025 (the "Notes") to be
assimilated (assimilées) and form a single series with the existing Euro 1,000,000,000 1.00 per cent.
Senior Non-Preferred Notes due 1 April 2025 issued on 1 April 2019
Lead Manager and Sole Bookrunner
Natixis
Co-Lead Managers
DekaBank
HCOB

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") and the supplements to the
Base Prospectus dated 1 March 2019 which received visa n°19-068 from the AMF, 16 April 2019 which
received visa n°19-164 from the AMF, 21 May 2019 which received visa n°19-217 from the AMF, and 13
August 2019 which received visa n°19-402 from the AMF (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:
2019-27
(ii) Tranche Number:
2

(iii) Date on which the Notes become The Notes will be assimilated (assimilées) and form
fungible:
a single series with the Euro 1,000,000,000 1.00 per
cent. Senior Non-Preferred Notes due 1 April 2025
issued on 1 April 2019 (the "Existing Notes") as
from the date of assimilation which is expected to be
on or about 40 days after the Issue Date (the
"Assimilation Date") of this Tranche
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:
(i) Series:
EUR 1,050,000,000
(ii) Tranche:
EUR 50,000,000
5
Issue Price:
104.538 per cent. of the Aggregate Nominal Amount
of the Tranche plus an amount corresponding to
accrued interest at a rate of 0.4398907 per cent. of
such Aggregate Nominal Amount for the period
from, and including, 1 April 2019 to, but excluding,
the Issue Date
6
Specified Denomination:
EUR 100,000
7
(i) Issue Date:
9 September 2019
(ii) Interest Commencement Date:
1 April 2019
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8
Interest Basis:
1.00 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
1 April 2025
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 Non-Preferred Notes
(ii) Dates of the corporate authorisations for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
2 April 2019 and decision of Jean-Philippe
Berthaut, Responsable Emissions Groupe, dated 2
September 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
1.00 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Interest Payment Date(s):
1 April in each year commencing on 1 April 2020
(iii) Fixed Coupon Amount:
EUR 1,000 per Note of EUR 100,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA), Unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
1 April 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:
Applicable
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
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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, in respect of Senior
Preferred Notes only, 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
28
Redenomination provisions:
Not Applicable
29
Purchase in accordance with applicable French laws
and regulations:
Applicable
30
Consolidation provisions:
Not Applicable
31
Meeting and Voting Provisions (Condition 11):
Contractual Masse shall apply
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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 Euro 2,000 (excluding
VAT) per year so long as any of the Notes
is outstanding.
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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.
The Existing Notes are already listed and admitted to trading on
Euronext Paris.
(ii)
Estimate of total expenses
related to admission to trading: EUR 6,875 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: A+
Moody's Investor Services: Baa2
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
YIELD
Indication of yield:
0.179 per cent. per annum of the Aggregate Nominal Amount of the
Tranche
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
5
OPERATIONAL INFORMATION
ISIN:
FR0013445285 until the Assimilation Date and thereafter
FR0013412343
Common Code:
205103325 until the Assimilation Date and thereafter 197358637
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear
and
Clearstream:
No
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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
6
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:
(a) Names of Managers:
Lead Manager and Sole Bookrunner
Natixis
Co-Lead Managers
DekaBank Deutsche Girozentrale
Hamburg Commercial Bank AG
(b) Stabilising Manager(s) if
any:
Not Applicable
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) Prohibition of Sales to EEA
Not Applicable
Retail Investors:
(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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