Obligation BNP Paribas SA 1.125% ( FR0013476611 ) en EUR

BNP Paribas SA

95.86 % ▼

France

FR0013476611 ( en EUR )

1.125% par an ( paiement annuel )

14/01/2032

Prospectus brochure de l'obligation BNP Paribas FR0013476611 en EUR 1.125%, échéance 14/01/2032

15/01/2026 ( Dans 237 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'obligation BNP Paribas (FR0013476611), émise en France et libellée en EUR, affiche actuellement un prix de marché de 95%, offre un taux d'intérêt de 1,125% et arrive à échéance le 14/01/2032 avec une fréquence de paiement annuelle.

FINAL TERMS
PROHIBITION OF SALES TO EEA 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 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 (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), 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 (as amended, 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.
MiFID II 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 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, each as defined in MiFID II; and (ii) all channels for distribution of the Notes 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 13 January 2020
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,000,000,000 Fixed Rate Resettable Subordinated Tier 2 Notes due January 2032
ISIN Code: FR0013476611
under the 90,000,000,000
Euro Medium Term Note Programme
(the Programme)

Any person making or intending to make an offer of the Notes may only do so in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer.

1

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 under the section entitled "Terms and Conditions of the French Law Notes" in
the Base Prospectus dated 5 July 2019 which received visa n° 19-328 from the Autorité des marchés
financiers ("AMF") on 5 July 2019 and any Supplement(s) thereto approved and published on or
before the date of these Final Terms (copies of which are available as described below), which
together constitute a base prospectus for the purposes of the Directive 2003/71/EC, as amended or
superseded (the "Prospectus Directive") (the "Base Prospectus"). 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 the Base Prospectus. 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. The Base Prospectus, these Final Terms and any Supplement(s) to the Base Prospectus
will also be available on the AMF website (www.amf-france.org) and these Final Terms will be
available for viewing on the website of Euronext Paris. A copy of these Final Terms and the Base
Prospectus and any Supplement(s) to the Base Prospectus will be sent free of charge by the Issuer to
any investor requesting such documents.

1.
Issuer:
BNP Paribas
2.
(i)
Series Number:
19217
(i)
Tranche Number:
1
3.
Specified Currency:
EUR
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 1,000,000,000
(ii)
Tranche:
EUR 1,000,000,000
5.
Issue Price of Tranche:
99.993 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
EUR 100,000
(i)
Calculation Amount:
EUR 100,000
8.
(i)
Issue Date:
15 January 2020
(i)
Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
15 January 2032
(ii)
Business Day Convention Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
Fixed Rate (Resettable):
Initial Rate of Interest: 1.125 per cent. per annum
(further particulars specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Issuer Call (further particulars specified below)
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Subordinated

2

18.
Knock-in Event:
Not applicable
19.
Knock-out Event:
Not applicable
20.
Method of distribution:
Syndicated
21.
Hybrid Notes:
Not applicable
22.
Tax Gross-Up:
Condition 6(e) (No Gross-Up) of the Terms and
Conditions of the French Law Notes not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
23.
Interest:
Applicable
(i)
Interest Period(s):
As per Conditions
(ii)
Interest Period End Date(s):
15 January in each year from and including 15
January 2021 to and including the Maturity Date
(iii)
Business Day Convention
Not applicable
for Interest Period End
Date(s):
(iv)
Interest Payment Date(s):
15 January in each year from and including 15
January 2021 to and including the Maturity Date
(v)
Business Day Convention
Following
for Interest Payment
Date(s):
(vi)
Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest
Amount(s):
(vii)
Margin(s):
Not applicable
(viii)
Minimum Interest Rate:
As per Conditions
(ix)
Maximum Interest Rate:
Not applicable
(x
)
Day Count Fraction:
Actual/Actual (ICMA) Unadjusted
(xi)
Determination Dates:
15 January in each year
(xii)
Accrual to Redemption:
Applicable
(xiii)
Rate of Interest:
Fixed Rate (Resettable)
(xiv)
Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
(i)
Fixed Rate(s) of Interest:
1.125 per cent. per annum payable annually in arrear
on each Interest Payment Date from and including the
Interest Commencement Date to but excluding the
First Reset Date.
From and including the First Reset Date to but
excluding the Maturity Date, 5-year Mid-Swap Rate
prevailing at the First Reset Date plus the First Margin
(as defined below), payable annually in arrear on each
Interest Payment Date.
Resettable Notes
(ii)
Fixed Coupon Amount(s):
EUR 1,125 per Calculation Amount (applicable prior to
the First Reset Date)

3

(iii)
Broken Amount(s):
Not applicable
(iv)
Resettable Notes:
Applicable
(a)
Initial Rate of
1.125 per cent. per annum payable annually in arrear
Interest:
on each Interest Payment Date from and including the
Interest Commencement Date to but excluding the
First Reset Date.
From and including the First Reset Date to but
excluding the Maturity Date, 5-year Mid-Swap Rate
prevailing at the First Reset Date plus the First
Margin, payable annually in arrear on each Interest
Payment Date.
(b)
First Margin:
+1.200 per cent. per annum
(c)
Subsequent Margin:
Not applicable
(d)
First Reset Date:
The Interest Payment Date falling on or about 15
January 2027
(e)
Second Reset Date:
Not applicable
(f)
Subsequent Reset Not applicable
Date(s):
(g)
Relevant
Screen Bloomberg Page ICAE1
Page:
(h)
Mid-Swap Rate:
Initial Mid-Swap Rate Final Fallback: Applicable

Initial Mid-Swap Rate: EUR 7-year Mid-Swap: -0.074
per cent.
(i)
Mid-Swap Maturity:
5-year
(j)
Reset
The day falling two TARGET2 Business Days prior to
Determination Date:
the First Reset Date
(k)
Relevant Time:
11.00 a.m. (Paris time)
25.
Floating Rate Provisions:
Not applicable
26.
Screen Rate Determination:
Not applicable
27.
ISDA Determination:
Not applicable
28.
FBF Determination:
Not applicable
29.
Zero Coupon Provisions:
Not applicable
30.
Index Linked Interest Provisions:
Not applicable
31.
Share Linked/ETI Share Linked
Not applicable
Interest Provisions:
32.
Inflation Linked Interest Provisions:
Not applicable
33.
Commodity Linked Interest
Not applicable
Provisions:
34.
Fund Linked Interest Provisions:
Not applicable
35.
ETI Linked Interest Provisions:
Not applicable
36.
Foreign Exchange (FX) Rate Linked
Not applicable
Interest Provisions:
37.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:

4

38.
Additional Business Centre(s)
TARGET2
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
or Condition 3(e) of the Terms and
Conditions of the French Law Notes,
as the case may be):
PROVISIONS RELATING TO REDEMPTION
39.
Final Redemption:
Calculation Amount x 100 per cent.
40.
Final Payout:
Not applicable
41.
Automatic Early Redemption:
Not applicable
42.
Issuer Call Option:
Applicable
(i)
Optional Redemption
The Interest Payment Date falling on or about 15
Date(s):
January 2027
(ii)
Optional Redemption
Not applicable
Valuation Date(s):
(iii)
Optional Redemption
Calculation Amount x 100 per cent.
Amount(s):
(iv)
If redeemable in part:
Not applicable
(v)
Notice period:
Minimum notice period: 30 calendar days

Maximum notice period: 45 calendar days
43.
Noteholder Put Option:
Not applicable
44.
Aggregation:
Not applicable
45.
Index Linked Redemption Amount:
Not applicable
46.
Share Linked/ETI Share Linked
Not applicable
Redemption Amount:
47.
Inflation Linked Redemption
Not applicable
Amount:
48.
Commodity Linked Redemption
Not applicable
Amount:
49.
Fund Linked Redemption Amount:
Not applicable
50.
Credit Linked Notes:
Not applicable
51.
ETI Linked Redemption Amount:
Not applicable
52.
Foreign Exchange (FX) Rate Linked
Not applicable
Redemption Amount:
53.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:
54.
Events
of
Default
for
Senior Not applicable
Preferred Notes:
55.
Administrator/Benchmark Event:
Not applicable
56.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
57.
Provisions applicable to Physical
Not applicable
Delivery:

5

58.
Variation of Settlement:

(i)
Issuer's option to vary
The Issuer does not have the option to vary settlement
settlement:
in respect of the Notes.
(ii)
Variation of Settlement of
Not applicable
Physical Delivery Notes:
59.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.
Form of Notes:
Bearer Notes:
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur).
61.
Financial Centre(s) or other special
TARGET2
provisions relating to Payment Days
for the purposes of Condition 4(a):
62.
Talons for future Coupons or
No
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
63.
Details relating to Partly Paid Notes:
Not applicable
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Temporary Bearer Global Note or
Permanent Bearer Global Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
64.
Details relating to Notes redeemable
Not applicable
in instalments: amount of each
instalment, date on which each
payment is to be made:
65.
Redenomination,
renominalisation Not applicable
and reconventioning provisions:
66.
Masse (Condition 12 of the Terms Contractual representation of Noteholders/No Masse
and Conditions of the French Law shall apply.
Notes):
67.
Governing law:
French law
68.
Calculation Agent:
BNP Paribas Securities Services
DISTRIBUTION

69.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas
Manager):
Joint Lead Managers
Banca IMI S.p.A.
Banco de Sabadell, S.A.

6

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to
Application will be made by the Issuer (or on its
trading:
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from or on the Issue Date.
(ii)
Estimate of total expenses
EUR 8,825
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Baa2 by Moody's Investors Services Ltd.
("Moody's"),
- BBB+ by S&P Global Ratings Europe Limited
("S&P")
- A by Fitch France S.A.S. ("Fitch") and
- A by DBRS Limited ("DBRS").

Each of Moody's, S&P, Fitch and DBRS is established
in the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended).

8

3.
Interests of Natural and Legal Persons Involved in the Issue
Save for the fees payable to the Managers 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:
1.126 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.
5.
Operational Information

(i)
ISIN:
FR0013476611
(ii)
Common Code:
210238867
(iii)
Any clearing system(s) other Not applicable
than Euroclear France,
Euroclear and Clearstream,
Luxembourg approved by
the Issuer and the Principal
Paying Agent and the
relevant identification
number(s):
(iv)
Delivery:
Delivery against payment
(v)
Additional Paying Agent(s)
Not applicable
(if any):
(vi)
Intended to be held in a
No. Whilst the designation is specified as "no" at the
manner which would allow
date of these Final Terms, should the Eurosystem
Eurosystem eligibility:
eligibility criteria be amended in the future such that
the Notes are capable of meeting them the Notes may
then be deposited with one of the ICSDs as common
safe-keeper. Note that this does not necessarily
mean that the Notes will then be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem at any
time during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.
(vii)
Name and address of
Not applicable
Registration Agent:

9