Obligation Groupe BPCE 0.125% ( FR0013464930 ) en EUR

Groupe BPCE

100 % ⇌

France

FR0013464930 ( en EUR )

0.125% par an ( paiement annuel )

04/12/2024 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013464930 en EUR 0.125%, échue

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F1883FDT4

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

L'obligation de type FR0013464930 (code CUSIP F1883FDT4), émise en France par BPCE, un groupe bancaire coopératif majeur et l'un des principaux acteurs du secteur financier français né du rapprochement des Banques Populaires et des Caisses d'Épargne, libellée en euros (EUR) avec un taux d'intérêt annuel fixe de 0,125% et une fréquence de paiement annuelle, est parvenue à son échéance le 4 décembre 2024, étant intégralement remboursée à sa valeur nominale de 100% sur le marché.

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 2 December 2019
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2019-56
TRANCHE NO: 1
Euro 500,000,000 0.125 per cent. Senior Preferred Notes due 4 December 2024 (the "Notes")
Lead Manager and Sole Bookrunner
Natixis
Joint Lead Managers
Bankinter
Goldman Sachs International
KBC Bank
Co-Lead Managers
CIBC Capital Markets
DekaBank
DZ BANK AG
Norddeutsche Landesbank Girozentrale 

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 (the "Base Prospectus") which constitutes
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.
Issuer:
BPCE
Series Number:
2019-56
Tranche Number:
1
Specified Currency or Currencies:
Euro ("EUR")
Aggregate Nominal Amount:
Series:
EUR 500,000,000
Tranche:
EUR 500,000,000
Issue Price:
99.816 per cent. of the Aggregate Nominal Amount
Specified Denomination:
EUR 100,000
Issue Date:
4 December 2019
Interest Commencement Date:
Issue Date
Interest Basis:
0.125 per cent. Fixed Rate
(further particulars specified below)
Maturity Date:
4 December 2024
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
Change of Interest Basis:
Not Applicable
Put/Call Options:
Not Applicable
Status of the Notes:
Senior Preferred Notes
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 26
November 2019
A40516091

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Fixed Rate Note Provisions:
Applicable
Rate of Interest:
0.125 per cent. per annum payable annually in arrear
on each Interest Payment Date
Interest Payment Date(s):
4 December in each year commencing on
4 December 2020 up to and including the Maturity
Date
Fixed Coupon Amount:
EUR 125 per Note of EUR 100,000 Specified
Denomination
Broken Amount:
Not Applicable
Day Count Fraction:
Actual/Actual (ICMA), Unadjusted
Resettable:
Not Applicable
Determination Dates:
4 December in each year
Payments on Non-Business Days:
As per the Conditions
Floating Rate Note Provisions:
Not Applicable
Zero Coupon Note Provisions:
Not Applicable
Inflation Linked Interest Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
Call Option:
Not Applicable
Put Option:
Not Applicable
MREL/TLAC Disqualification Event Call
Option:
Applicable
Final Redemption Amount of each Note:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
Inflation Linked Notes Provisions relating to Not Applicable
the Final Redemption Amount:
Early Redemption Amount:
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(i)(1)):
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
A40516091

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
Redemption for taxation reasons permitted on
days others than Interest Payment Dates
(Condition 6(i)):
Yes
Unmatured Coupons to become void upon early
redemption (Materialised Bearer Notes only)
(Condition 7(f)):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
Form of Notes:
Dematerialised Notes
Form of Dematerialised Notes:
Bearer form (au porteur)
Registration Agent:
Not Applicable
Temporary Global Certificate:
Not Applicable
Applicable TEFRA exemption:
Not Applicable
Financial Centre(s):
Not Applicable
Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
Details relating to Instalment Notes: amount of
each instalment, date on which each payment is
to be made:
Not Applicable
Redenomination provisions:
Not Applicable
Purchase in accordance with applicable French
laws and regulations:
Applicable
Consolidation provisions:
Not Applicable
Meeting and Voting Provisions (Condition 11): Contractual Masse shall apply
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 remains outstanding.
A40516091

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
A40516091

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 4,300
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
Reasons for the offer:
The Issuer intends to allocate the proceeds of the issuance of the
Notes, directly or indirectly, including by way of intra-group loan to
an entity or entities within the Groupe BPCE (banks of the Banque
Populaire and Caisse d'Epargne networks, direct and/or indirect
subsidiaries of the Groupe BPCE SA, such as Natixis and BPCE
Energeco), to finance or refinance, in whole or in part, loans for the
development, construction, operation and maintenance of
Renewable Energy Projects, eligible to the "Renewable Energy"
category as "Green Bonds" type of issuance, as further described in
the Issuer's Methodology Note for Green Bonds (category:
Renewable Energy) ("Eligible Renewable Energy Assets").
"Renewable Energy Projects" include existing, on-going and/or
future projects of conception, construction, operation and/or
maintenance of renewable energy production units of energy
produced from wind (on-shore and offshore), and/or solar power
(photovoltaic or concentrated solar power), and/or hydro, and/or
biomass projects.
It is the intention of the Issuer that the Notes will contribute to one
or several of the United Nations Sustainable Development Goals.
Eligible Renewable Energy Assets shall be originated no more than
three years before the issuance of the Notes.
A40516091

In the following circumstances:
(i)
in case of early repayment of the above-mentioned loans,
(ii)
if such loans are excluded pursuant to the Issuer's
Methodology Note for Green Bonds (category: Renewable
Energy),
(iii) following an annual monitoring of Eligible Renewable
Energy Assets, or
(iv)
if Eligible Renewable Energy Assets mature or are
dismanteled before the maturity of the Notes,
such loans will be replaced with other loans for the development,
construction, operation and maintenance of other Eligible
Renewable Energy Assets. Along the life of the Notes, pending the
allocation of the net proceeds for investment in such Eligible
Renewable Energy Assets, the Issuer will temporarily invest such net
proceeds, at its discretion, in cash and/or cash equivalents.
Throughout the term of the Notes, the Issuer will monitor Eligible
Renewable Energy Assets 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 Green Bonds (category:
Renewable Energy), the Issuer's Framework of Sustainable
Development Bond Program, as well as the related Second Party
Opinion issued by Vigeo-Eiris are available on the Investors page,
Funding section, Green Bonds sub-section on the Issuer's website
(https://groupebpce.com/investisseurs/dette/obligations-vertes).
5
YIELD
Indication of yield:
0.162 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:
FR0013464930
Common Code:
208771728
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear
and
Clearstream:
No
A40516091

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
7
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:
(a) Names of Managers:
Lead Manager and Sole Bookrunner
Natixis
Joint Lead Managers
Bankinter
Goldman Sachs International
KBC Bank NV
Co-Lead Managers
CIBC World Markets plc
DekaBank Deutsche Girozentrale
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main
Norddeutsche Landesbank Girozentrale
(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
Retail Investors:
Not Applicable
(v) US Selling Restrictions
(Categories of potential
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
investors to which the Notes
applicable
are offered):
A40516091