Obligation Natixis Structured Finance 0% ( XS1667717810 ) en USD

Natixis Structured Finance

100 % ⇌

Luxembourg

XS1667717810 ( en USD )

0%

12/01/2023 - Obligation échue

Prospectus brochure de l'obligation Natixis Structured Issuance XS1667717810 en USD 0%, échue

1 000 USD

/

Natixis Structured Issuance est une branche de Natixis spécialisée dans la conception, la structuration et l'émission de produits financiers complexes, principalement pour des investisseurs institutionnels, couvrant un large spectre de stratégies d'investissement et d'actifs sous-jacents.

Le remboursement d'une obligation de type coupon zéro, identifiée par le code ISIN XS1667717810 et émise par Natixis Structured Issuance, une entité dédiée à l'émission de produits financiers structurés et faisant partie intégrante du groupe Natixis, la branche de banque de financement, de gestion d'actifs, de gestion de fortune et de services financiers du groupe bancaire français BPCE, a été finalisé à sa date d'échéance du 12 janvier 2023, celle-ci étant libellée en dollars américains (USD), sans taux d'intérêt mais avec une fréquence de paiement semi-annuelle théorique et une taille minimale d'achat de 1 000 unités, ayant été émise sous la juridiction du Luxembourg et remboursée au pair, à 100% de sa valeur nominale, confirmant ainsi sa clôture pour les détenteurs.

Ve

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 (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
(IMD), 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 Directive 2003/71/EC (as
amended, 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.

FINAL VERSION APPROVED BY THE ISSUER
Final Terms dated 9 February 2018

Natixis Structured Issuance SA
Euro 10,000,000,000
Debt Issuance Programme

SERIES NO: 4409
TRANCHE NO: 2

Issue of USD 2,500,000 Structured Notes (Phoenix ) linked to a Basket of Shares due January 2023 (the
Notes)
To be consolidated so as to form a single series with the issue of USD 1,600,000 Structured Notes
(Phoenix) linked to a Basket of Shares due January 2023 (the Notes) issued as Series 4409, Tranche 1
(ISIN Code: XS1667717810) on the Issue Date)

Unconditionally and irrevocably guaranteed by NATIXIS

Under the 10,000,000,000
Debt Issuance Programme

Issued by Natixis Structured Issuance SA (the "Issuer")

NATIXIS as Dealer

1

Ve

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the Notes (the
Conditions) set forth in the Base Prospectus dated 22 June 2017 and the supplements to the Base Prospectus 11 August
2017, 2 October 2017 and 16 November 2017 (the Base Prospectus) which together constitute a base prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC, as amended (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 the Base Prospectus. Full information on the Issuer and the issue of the Notes is only available on
the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. A summary of the Notes
(which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is
annexed to these Final Terms. 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 Luxembourg Stock Exchange (www.bourse.lu) and copies may be obtained
from NATIXIS, 47, quai d'Austerlitz, 75013 Paris, France.
1

(i)
Series Number:
4409
(ii)
Tranche Number:
2
(iii)
Date on which the Notes will be The Notes will be consolidated and form a single series
consolidated and form a single Series with the issue of USD 1,600,000 Structured Notes
with the Existing Notes:
(Phoenix) linked to a Basket of Shares due January 2023
(the Notes) issued as Series 4409, Tranche 1 (ISIN Code:
XS1667717810) (the Existing Notes) on the Issue Date
(the "Exchange Date")
2
Specified Currency or Currencies:
United States dollar ("USD")

CNY Notes :
Not Applicable
3
Aggregate Nominal Amount:

(i)
Series:
USD 4,100,000

(ii)
Tranche:
USD 2,500,000
4
Issue Price:
100 per cent. of the Aggregate Nominal Amount
5

(i)
Specified Denomination(s):
USD 1,000

(ii)
Calculation Amount:
USD 1,000
6
(i) Issue Date:
9 February 2018
(ii) Interest Commencement Date: Not Applicable

7
Maturity Date:
12 January 2023

8
Interest Basis:
Equity Linked Interest

(further particulars specified below)
9
Redemption/Payment Basis:
Equity Linked Redemption

(further particulars specified below)
10 (i) Change of Interest Basis:
Not Applicable

(ii) Interest Basis Switch:
Not Applicable
11 Tax Gross-up (Condition 8):
Applicable
12 Put/Call Options:
Not Applicable

2

Ve

13
(i)
Day Count Fraction:
Not Applicable
(ii)
Business Day Convention:
Following Business Day Convention
(iii)
Business Centre(s) (Condition 5(j))
New York
14 Dates of the corporate authorisations for
Authorisation of the Board of Directors of NATIXIS
issuance of the Notes:
Structured Issuance SA passed on 9 January 2018
15 Method of distribution:
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) AND/OR (IN THE CASE OF STRUCTURED NOTES)
REDEMPTION AMOUNTS
16 Fixed Interest Rate Note Provisions
Not Applicable
17 Floating Rate Note Provisions:
Not Applicable
18 Zero Coupon Note Provisions:
Not Applicable
Amortisation Yield:
Not Applicable
19 Structured Note Provisions:
Applicable.
Interest and Redemption Amounts will be calculated in
accordance with the following formula: Phoenix
(further particulars are specified in the Annex to these
Final Terms)
(i)
Interest provisions:
Applicable
(further particulars are specified in the Annex to these
Final Terms)
(ii)
Interest Period Date(s):
Not Applicable
(iii)
Interest Period Date Business Day
Convention:
Not Applicable
(iv)
Interest Payment Date(s):
Set forth in Annex hereto under Payment Dates
(v)
First Interest Payment Date:
Not Applicable
(vi)
Party responsible for calculating the Calculation Agent
Interest Amount:
(vii)
Margin(s):
Not Applicable
(viii)
Rate Multiplier
Not Applicable
(ix)
Minimum Interest Rate:
Not Applicable
(x)
Maximum Interest Rate:
Not Applicable
(xi)
Determination Dates:
Not Applicable

OTHER PROVISIONS RELATING TO STRUCTURED NOTES
20 Provisions applicable to Equity Linked Notes
(single share):
Not Applicable
21 Provisions applicable to Index Linked Notes
(single index):
Not Applicable

3

Ve

22 Provisions applicable to Equity Linked Notes
(basket of shares):
Applicable

(i)
Company(ies):
See table set forth in Annex hereto under Underlying

(ii)
Share(s):
See table set forth in Annex hereto under ISIN

(iii)
Basket:
Set forth in Annex hereto under Selection

(iv)
Basket Performance:
Not Applicable

(v)
Weighting:
Not Applicable

(vi)
Exchange:
See definition in Condition 19 (a)

(vii)
Related Exchange:
See definition in Condition 19 (a)

(viii)
Separate Valuation
Applicable

(ix)
Number of Shares:
Four (4)

(x)
Additional New Shares
Conditions:
Not Applicable

(xi)
Additional Substitute Share
Conditions:
Not Applicable

(xii)
Initial Price:
Set forth in Annex hereto under Reference Price
(xiii)
Barrier Price:
Set forth in Annex hereto under H(t)
(xiv)
Share Performance:
Set forth in Annex hereto

(xv)
Knock-in Event:
Not Applicable
(xvi)
Knock-out Event:
Not Applicable
(xvii)
Automatic Early Redemption Event:
Set forth in Annex hereto
(xviii) Range Accrual:
Not Applicable
(xix)
Strike Date:
28 December 2017
(xx)
Averaging Dates:
Not Applicable
(xxi)
Observation Period(s)
Not Applicable
(xxii)
Valuation Date(s):
See "Common Definitions" as set forth in Annex hereto
(xxiii) Specific Number(s):
Seven (7) Scheduled Trading Days
(xxiv) Valuation Time:
See definition in Condition 19 (a)
(xxv)
Redemption by Physical Delivery:
In accordance with the applicable Additional Terms and
Conditions of the Notes as completed by the Annex to the
Final Terms in relation to the Additional Terms and
Conditions of the Notes
(a)
Deliverable Share:
The Lowest Performing Share as determined by the
Calculation agent on the Valuation Date scheduled to
occur on 28 December 2022
(b)
Delivery Agent:
NATIXIS

(c)
Physical Delivery Reference
The Specified Denomination

4

Ve

Amount:

(d)
Share Reference Price:
65 per cent. of the Initial Price
(e)
Relevant Number of
Deliverable Shares:
See definition in Condition 19 (f)(I)
(f)
Integral Number of
Deliverable Shares:
See definition in Condition 19 (f)(I)
(g)
Residual Number of
Deliverable Shares:
See definition in Condition 19 (f)(I)
(h)
Ultimate Final Price:
See definition in Condition 19 (f)(I)
(i)
Prevailing Exchange Rate:

Means, in respect of ORANGE S.A. Share, the EUR /
USD rate (expressed as the amount of EUR per one USD),
calculated by the Calculation Agent by reference to the
relevant exchange rate(s) which appears on the Reuters
page "EURUSD<CRNCY> QR" 4:00 p.m. London time
(or such other page showing the EURUSD foreign
exchange rate on that date at such time). If such rate does
not appear on such page at such time (or on such other
page showing the EURUSD foreign exchange rate, on that
date at such time), the Calculation Agent will determine
the Prevailing Exchange Rate in a commercially
reasonable way, taking account of all the available
information which, in good faith, it deems suitable.

Means, in respect of VODAFONE GROUP PLC Share,
the GBP / USD rate (expressed as the amount of GBP per
one USD), calculated by the Calculation Agent by
reference to the relevant exchange rate(s) which appears
on the Reuters page "GBPUSD<CRNCY> QR" 4:00 p.m.
London time (or such other page showing the GBPUSD
foreign exchange rate on that date at such time). If such
rate does not appear on such page at such time (or on such
other page showing the GBPUSD foreign exchange rate,
on that date at such time), the Calculation Agent will
determine the Prevailing Exchange Rate in a commercially
reasonable way, taking account of all the available
information which, in good faith, it deems suitable.
(j)
Physical
Delivery
Rounding Convention:
See definition in Condition 19 (f)(I)
(k) Notes to be aggregated for the Not Applicable

Purpose of determining the
number of Deliverable Shares
to be delivered:

(xxvi) Minimum Percentage:
See definition in Condition 19

5

Ve

(xxvii) Cut-off Number:
Not Applicable
(xxviii) Exchange Rate:
Not Applicable
(xxix) Monetisation:
Not Applicable
(xxx)
Change in Law:
Applicable
(xxxi) Hedging Disruption:
Applicable
(xxxii) Increased Cost of Hedging:
Applicable
(xxxiii) Early Redemption:
Applicable
23 Provisions applicable to Index Linked Notes
(basket of indices):
Not Applicable
24 Provisions applicable to Commodity Linked Notes
(single commodity):
Not Applicable
25 Provisions applicable to Commodity Linked Notes
(basket of commodities):
Not Applicable
26 Provisions applicable to Fund Linked Notes
(single fund):
Not Applicable
27 Provisions applicable to Fund Linked Notes
(basket of funds):
Not Applicable
28 Provisions applicable to Dividend Linked Notes:
Not Applicable
29 Provisions applicable to Futures Linked Notes
(single Futures contract):
Not Applicable
30 Provisions applicable to Futures Linked Notes
(Basket(s) of Futures contracts):
Not Applicable
31 Provisions applicable to Credit Linked Notes:
Not Applicable
32 Provisions applicable to Currency Linked Notes:
Not Applicable
33 Provisions applicable to Inflation Linked Notes:
Not Applicable
34 Provisions applicable to Warrant Linked Notes:
Not Applicable
35 Provisions applicable to Preference Share Linked
Notes:
Not Applicable
36 Provisions applicable to Rate Linked Notes:
Not Applicable
37 Provisions applicable to Physical Delivery Notes:
Applicable

(i)
Deliverable Asset(s):
Shares, see Condition 7(c)

(ii)
Physical Delivery Amount:
As provided in paragraph 22(xxv). See also Conditions
5(j) and 7(c)

(iii)
Issuer's option to vary

method of settlement:
No
38 Provisions applicable to Hybrid Structured Notes:
Not Applicable

PROVISIONS RELATING TO REDEMPTION OF STRUCTURED NOTES OTHER THAN WARRANT

6

Ve

LINKED NOTES, PREFERENCE SHARE LINKED NOTES AND ITALIAN LISTED CERTIFICATES
39 Redemption at the Option of the Issuer:
Not Applicable
40 Redemption at the Option of Noteholders:
Not Applicable
41 Final Redemption Amount of each Note:
An amount calculated in accordance with the applicable
Additional Terms and Conditions of the Notes as
completed by the Annex to the Final Terms in relation to
the Additional Terms and Conditions of the Notes
(i)
Party responsible for calculating the
Final Redemption Amount and the
Early Redemption Amount (if not
Calculation Agent):
Calculation Agent
(ii)
Provisions for determining Final
Redemption Amount where calculated
by reference to Index and/or Formula
and/or other variable:
Set forth in Annex hereto
(iii)
Provisions for determining Final
Redemption
Amount
where
calculation by reference to Index
and/or Formula and/or other variable is
impossible
or
impracticable
or
otherwise disrupted:
See Conditions
(iv)
Payment Date:
The Maturity Date
(a)
Minimum nominal amount
potentially payable to a
Noteholder in respect of a
Note:
USD 0.00 (zero)
(b)
Maximum nominal amount
potentially payable to a
Noteholder in respect of a
Note:
USD 1,000.0000
42 Early Redemption Amount

(i)
Early Redemption Amount(s) of each
Note payable on redemption for
taxation reasons (Condition 6(b)), if
applicable, or upon the occurrence of
an Event of Default (Condition 10) or
an Illegality Event (Condition 6(c)) :
An amount determined by the Calculation Agent, in its
sole and absolute discretion, in the Specified Currency, to
be the fair market value of a Note based on the market
conditions prevailing at the date of determination and, for
any Note other than Italian Notes or Notes
Distributed/Offered in Italy, adjusted to account fully for
any accrued interest and any reasonable expenses and
costs of unwinding any underlying and/or related hedging
and funding arrangements (including, without limitation,
any options, swaps or other instruments of any type
whatsoever hedging the Issuer's obligations under the

7

Ve

Notes).
(ii)
Redemption for taxation reasons
permitted on any day (including days
other than Interest Payment Dates
(Condition 6(b))):
Yes
(iii)
Unmatured Coupons to become
void
upon
early
redemption
(Condition 7(g))
Yes

PROVISIONS RELATING TO INSTALMENT REDEMPTION
43 Instalment Amount:
Not Applicable
44 Instalment Date(s):
Not Applicable
PROVISIONS RELATING TO REDEMPTION OF WARRANT LINKED NOTES
45 Final Redemption Amount of each Note
Not Applicable
46 Early Redemption Amount (to be calculated in Not Applicable
accordance with Condition 25)
47 Warrant Early Termination Event
Not Applicable
PROVISIONS RELATING TO REDEMPTION OF PREFERENCE SHARE LINKED NOTES
48 Redemption of Preference Share Linked Notes in
accordance with Condition 34:
Not Applicable
49 Early Redemption as a result of an Extraordinary
Event:
Not Applicable
50 Early Redemption as a result of an Additional
Disruption Event:
Not Applicable
PROVISION APPLICABLE TO VARIABLE ISSUE AMOUNT REGISTERED NOTES AND NOTES
DISTRIBUTED/OFFERED IN ITALY
51 Minimum Transferable Amount
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
52 Form of Notes:
Bearer Notes
Temporary or permanent Global Note:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes in
the limited circumstances specified in the Permanent
Global Note
New Global Note:
No
Global Certificates:
No
53 Additional Business Day Jurisdiction(s) (Condition
7(i)) or other special provisions relating to
Payment Dates:
New York
54 Talons for future Coupons or Receipts to be No
attached to Definitive Notes (and dates on which

8

Ve

such Talons mature):
55 Redenomination, renominalisation and

reconventioning provisions:
Not Applicable
56 Consolidation provisions:
The provisions in Condition 13 apply
57 Dual Currency Note Provisions:
Not Applicable
58 Terms and Conditions of the Offer:
Not Applicable
DISTRIBUTION

59 If syndicated, names and addresses of Managers
and underwriting commitments:
Not Applicable
60 If non-syndicated, name and address of Dealer:
The following Dealer is subscribing the Notes:
NATIXIS
47 quai d'Austerlitz
75013 Paris, France
61 Name and address of additional agents appointed Calculation Agent :
in respect of the Notes:
NATIXIS
Calculation Agent Departement
40 avenue des Terroirs de France
75012 Paris, France
62 Total commission and concession:
Not Applicable
63 Public Offer
Not Applicable
GENERAL
64 The aggregate principal amount of Notes issued
has been translated into Euro at the rate of USD 1
= EUR 0.809208 producing a sum of:
In respect of Tranche 2: EUR 2,023,020
65 Applicable TEFRA exemption:
D Rules
66 Additional U.S. federal income tax considerations:
The Notes are not Specified Notes (as defined in the Base
Prospectus) for the purpose of Section 871(m) of the U.S.
Internal Revenue Code of 1986.
Final Version Approved by the Issuer

9

Ve

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Official List of the Luxembourg Stock Exchange

(ii)
Admission to trading:
Application has been made by the Issuer for the Notes to
be admitted to trading on Luxembourg Stock Exchange's
Regulated Market with effect from the Issue Date.

(iii)
Estimate of total expenses related to
admission to trading:

EUR 2,850

(iv)
Regulated markets or equivalent markets
on which, to the knowledge of the
issuer, securities of the same class of the
securities to be offered or admitted to
trading are already admitted to trading:
Luxembourg Stock Exchange
2
RATINGS

Ratings:
The Notes to be issued have not been rated
3
NOTIFICATION
Not Applicable

4
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
A commission can be paid by Natixis to a third party. This commission can be paid either by an up- front fee
or/and a running commission. Further details of the commission element are available upon request.
The purchaser or, if applicable, introducing broker of these securities acknowledges and agrees that it shall
fully disclose to its clients the existence, nature and amount of any commission or fee paid or payable to it by
Natixis (including, if applicable, by way of discount) as required in accordance with laws and regulations
applicable to it, including any legislation, regulation and/or rule implementing the Markets in Financial
Instrument Directive (2004/39/EC) (MiFID), or as otherwise may apply in any non-EEA jurisdictions.
5
REASONS FOR THE ISSUE, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer:
As specified in the section of the Base Prospectus entitled
"Use of Proceeds".

(ii)
Estimated net proceeds:
The net proceeds of the issue of the Notes will be 100 per
cent. of the Aggregate Nominal Amount of Notes
admitted to trading.

(iii)
Estimated total expenses:
Except the listing fees estimate, no other expenses can be
determinated as of the Issue Date.

6
YIELD

Indication of yield:
Not Applicable
7
HISTORIC INTEREST RATES

Not Applicable

8
INFORMATION CONCERNING THE UNDERLYING
The exercise price or the final reference See the Annex to the Final Terms in relation to the

10