Obligation BNP Paribas SA 1.25% ( FR0014001GJ0 ) en GBP

BNP Paribas SA

74.77 % ▼

France

FR0014001GJ0 ( en GBP )

1.25% par an ( paiement annuel )

12/07/2031

Prospectus brochure de l'obligation BNP Paribas FR0014001GJ0 en GBP 1.25%, échéance 12/07/2031

13/07/2025 ( Dans 51 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 émise par BNP Paribas SA ( France ) , en GBP, avec le code ISIN FR0014001GJ0, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/07/2031

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 European Economic Area (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 (EU) 2016/97
(as amended, the "Insurance Distribution 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 Regulation (EU) 2017/1129. 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.
PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
UK domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK 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.
UK MiFIR 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 has led
to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); 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 the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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.

1

Final Terms dated 11 January 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of GBP 1,000,000,000 Fixed Rate Senior Non Preferred Notes due 13 July 2031
ISIN Code: FR0014001GJ0
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 Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer.

2

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 3 July 2020 which received approval n° 20-314 from the Autorité des
marchés financiers ("AMF") on 3 July 2020 and any supplements to the Base Prospectus approved and
published on or before the date of these Final Terms (copies of which are available as described below)
(the "Supplements") (provided that to the extent any such Supplement (i) is published and approved
after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such
changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms
relate), which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129
(the "Prospectus Regulation") (the "Base Prospectus"). 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 the Base Prospectus to obtain all relevant information. The Base Prospectus, any
Supplement(s) to the Base Prospectus and these Final Terms are available on the AMF website
(www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext
Paris. The Base Prospectus, any Supplement(s) to the Base Prospectus and these Final Terms are
available for viewing at www.invest.bnpparibas.com and copies may be obtained free of charge at the
specified office of the Principal Paying Agent.

1.
Issuer:
BNP Paribas
2.
(i)
Trade Date:
6 January 2021
(ii)
Series Number:
19407

Tranche Number:
1
3.
Specified Currency:
GBP
4.
Aggregate Nominal Amount:

Series:
GBP 1,000,000,000

Tranche:
GBP 1,000,000,000
5.
Issue Price of Tranche:
99.522 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
GBP 100,000
7.
(i)
Specified Denomination:
GBP 100,000

Calculation Amount:
GBP 100,000
8.
(i)
Issue Date:
13 January 2021

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
13 July 2031
(ii)
Business Day Convention Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
1.250 per cent. Fixed Rate 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:

3

15.
Put/Call Options:
Not applicable
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Non Preferred Notes
MREL/TLAC Criteria Event: Not applicable
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

Interest Period(s):
Annually

Interest Period End
13 July in each year, starting from and including 13
Date(s):
July 2021 to and including the Maturity Date
There will be a first short coupon from, and including,
the Issue Date, to, but excluding, 13 July 2021 (the
"First Short Coupon").

Business Day Convention
Not applicable
for Interest Period End
Date(s):

Interest Payment Date(s):
13 July in each year, starting from and including 13
July 2021 to and including the Maturity Date

Business Day Convention
Following
for Interest Payment
Date(s):

Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest
Amount(s):

Margin(s):
Not applicable

Minimum Interest Rate:
Not applicable

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual ICMA, unadjusted

Determination Dates:
13 July in each year

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable

Fixed Rate of Interest:
1.250 per cent. per annum payable annually in arrear
on each Interest Payment Date

4

Fixed Coupon Amount(s):
GBP 1,250 per Calculation Amount, except for the
First Short Coupon

Broken Amount(s):
GBP 619.86 per Calculation Amount (for the First
Short Coupon)

Resettable Notes:
Not applicable
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
Not applicable
Linked Interest Provisions:
37.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
38.
Additional Business Centre(s)
TARGET2, London
(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:
Not applicable
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:

5

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
Not applicable
Linked 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:
58.
Variation of Settlement:

Issuer's option to vary
The Issuer does not have the option to vary settlement
settlement:
in respect of the Notes.

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, London
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
Not applicable
Notes: 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
Not applicable
redeemable in instalments: amount

6

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

DISTRIBUTION

69.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas
Manager):
Joint Lead Managers
Commerzbank Aktiengesellschaft
ING Bank N.V., Belgian Branch
Landesbank Baden-Württemberg
Nykredit Bank A/S
Co-Lead Managers
HYPO NOE Landesbank für Niederösterreich und
Wien AG
Nordea Bank Abp
Banco de Sabadell, S.A.
TD Global Finance unlimited company

Stabilisation Manager (if
BNP Paribas
any):

If non-syndicated, name of
Not applicable
relevant Dealer:
70.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
71.
Non exempt Offer:
Not applicable
72.
Prohibition of Sales to EEA and UK Applicable
Retail Investors:
73.
United States Tax Considerations
The Notes are not Specified Securities for the
purpose of Section 871(m) of the U.S. Internal
Revenue Code of 1986.

7

PART B OTHER INFORMATION
1.
Listing and Admission to trading
(i)
Listing and admission to trading: Application will be made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect on or from the Issue
Date
(ii)
Estimate of total expenses
EUR 7,575
related to admission to trading:
2.
Ratings
Ratings:
The Notes to be issued are expected to be rated:
- Baa1 by Moody's France SAS ("Moody's"),
- A- by S&P Global Ratings Europe Limited,
France Branch ("S&P")
- A+ by Fitch Ratings Ireland Limited ("Fitch")
and
- A (High) by DBRS Ratings GmbH ("DBRS").
Moody's, S&P, Fitch and DBRS are established
in the European Union. Each of Moody's, S&P,
Fitch and DBRS is registered under Regulation
(EC) No. 1060/2009 (as amended).
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.
Reasons for the Offer and Estimated Net Proceeds
(i)
Reasons for the offer:
See "Use of Proceeds" wording in the Base
Prospectus.
(ii)
Estimated net proceeds:
GBP 991,620,000
5.
Operational Information
(i)
ISIN:
FR0014001GJ0
(ii)
Common Code:
228316768
(iii)
Any clearing system(s) other than
Not applicable
Euroclear France, Euroclear and
Clearstream, Luxembourg
approved by the Issuer and the
Principal Paying Agent and the
relevant identification number(s):
(iv)
Delivery:
Delivery free of payment
(v)
Additional Paying Agent(s) (if
Not applicable
any):
(vi)
Intended to be held in a manner
No. Whilst the designation is specified as "no"
which would allow Eurosystem
at the date of these Final Terms, should the
eligibility:
Eurosystem eligibility criteria be amended in
the future such that the Notes are capable of
meeting them the Notes may then be
9

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 Registration
Not applicable
Agent:
6.
Fixed Rate Notes only  Yield

Indication of yield:
1.299 per cent. per annum

10