Obligation Natixis Global 0% ( XS1972452392 ) en ZAR

Natixis Global

100 % ▲

France

XS1972452392 ( en ZAR )

25/10/2034

Prospectus brochure de l'obligation Natixis XS1972452392 en ZAR 0%, échéance 25/10/2034

10 000 ZAR

400 000 000 ZAR

Natixis est une banque de financement, de gestion et d'assurance appartenant au Groupe BPCE, offrant des services à une clientèle institutionnelle, corporate et de gestion de patrimoine.

L'obligation française XS1972452392 émise par Natixis, d'un montant total de 400 000 000 ZAR, avec un taux d'intérêt de 0%, échéant le 25/10/2034, est actuellement cotée à 100%, négociable par tranche minimale de 10 000 ZAR et avec une fréquence de paiement des intérêts annuelle.

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Fixed Income
16 October 2019
Euro Medium Term Note 15Y Natixis Zero Coupon Note
Internal Ref: TV-[*]
DEFINITIVE TERMSHEET
Terms and Conditions (the "Term Sheet")
Instrument Type
Euro Medium Term Note ("Note") to be issued under the EUR 20,000,000,000 Debt Issuance Programme of
the Issuer (the "Base Prospectus") (as further supplemented from time to time).
Issuer
NATIXIS, Incorporated under the laws of France, with registered office at 30, avenue Pierre-Mendes France,
75013 Paris, France and registered with the Paris trade and companies register under number 542 044 524.
Issuer's Rating
Long Term Debt: Standard & Poor's: A+ / Moody's: A1 / Fitch: A+
Calculation Agent
NATIXIS - Calculation Agent Departement, 40 avenue des Terroirs de France, 75012 Paris, France
Paying Agent
BNP Paribas Securities Services, Luxembourg Branch
Dealer
NATIXIS
Selling Entity
NATIXIS
Trading Entity
NATIXIS
ISIN code
XS1972452392
Specified Currency
ZAR
Aggregate Nominal Amount
ZAR 400,000,000
of issue
Specified Denomination
ZAR 10,000
Issue Price
27.45%
Trade Date
16 October 2019
Issue Date
25 October 2019
Maturity Date
25 October 2034
Amortisation Yield
9.00%

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ISSUER CALL OPTION PROVISIONS
Issuer Call: Redemption at
Not Applicable
the Option of the Issuer
Put Option: Redemption at
Not Applicable
the Option of the Noteholders
REDEMPTION PROVISIONS
Final Redemption Amount
Redemption at par (i.e. 100% of the Specified Denomination for each Note) on Maturity Date
Day Count Fraction
30/360
OTHER PROVISIONS & INFORMATION
Business Day Convention
Following Business Day Convention
Business Days
London, Johannesburg, Target and Taipei
Governing law
English Law
Settlement
Euroclear / Clearstream
Listing
Luxembourg Stock Exchange's Euro MTF Market
Rating
The notes are expected to be rated by S&P
TEFRA Rules
Not Applicable
Intended to be eligible in
No
Eurosystem
Form of Notes
Registered
Early Redemption Amount
By exception to Condition 6 (e) of the Base Prospectus, Market Value
(s) per Note payable on
Market Value
redemption for taxation
reasons (Condition 6(b)or
where
upon the occurrence of an
Event of Default (Condition
"Market Value" means, in respect of any Note, an amount determined by the Calculation Agent, in its sole and
10) or an Illegality Event
absolute discretion, in the Specified Currency to be the fair market value of a Note based on the market
(Condition 6(c))
conditions prevailing at the date of determination, and 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 of NATIXIS (including, without limitation, the level of prevailing interest rates, any derivatives
options, swaps or other instruments of any type whatsoever hedging the Issuer's obligations under the Notes).
For the purposes of determining the Early Redemption Amount, no accrued unpaid interest shall be payable
but shall be taken into account in calculating the fair market value of each Note.
Documentation
Final Terms to be produced by the Issuer supplementing the Base Prospectus and supersedes the terms outlined
in this Termsheet. Certain capitalised terms used in this Termsheet which are not defined shall have the
meanings given to them in the Base Prospectus (see www.bourse.lu).
Indicative Valuation
Under normal market conditions, Natixis may provide a valuation of the Notes every month until the
redemption of the Notes.

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Secondary Market
Notes may have no established trading market when issued, and one may never develop. If a market does
develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that
will provide them with a yield comparable to similar investments that have a developed secondary market.
This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are
designed for specific investment objectives or strategies or have been structured to meet the investment
requirements of limited categories of investors. These types of Notes generally would have a more limited
secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely
adverse effect on the market value of Notes.
For detail please refer to the condition set out in the Base Prospectus.
Selling Restrictions
The securities must be sold in accordance with all applicable selling restrictions in the Base Prospectus in the
jurisdictions in which they are sold. Not for distribution in the United States or to U.S. persons.
The Securities may not be sold, offered or issued to Taiwan resident investors (i) unless they are made available
outside Taiwan for purchase outside Taiwan by such investors and/or (ii) through licensed Taiwan financial
institutions to the extent permitted under relevant Taiwan laws and regulations, and may not be sold, resold or
distributed in Taiwan to other Taiwanese resident investors other than in accordance with Taiwan laws and
regulations
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 (as amended,
MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the
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 or superseded,
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.
Applicable Exemption from

The offer is exclusively available for investors outside the European Economic Area.
the Prospectus Directive

The denominations of the Notes are greater than or equal to EUR 100,000 (or equivalent).

The offering of the Notes is addressed solely to Qualified Investors.

The offering of the Notes is addressed to fewer than 150 natural or legal persons per Member State,
other than Qualified Investors.

The offering of the Notes is addressed to investors who acquire a total consideration of at least EUR
100,000 per investor, for each separate offer.
Commercialisation typology
The counterparty is purchasing the Notes:

for its own account

for its clients under a discretionary investment management mandate
for distributing them, in which case the provisions of the Master Distribution Agreement entered
into between Natixis and the counterparty (if any) shall apply in relation to the distribution of the
Notes.
MIFID II product governance
Professional investors and Eligible Counterparties only target market Solely for the purposes of the
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 and professional clients only, each
as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the

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Notes to eligible counterparties and professional clients are appropriate. Consider any negative target market.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.
Inducement:
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
Disclosure of Commissions
Natixis (including, if applicable, by way of discount) as required in accordance with laws and regulations
or Fees
applicable to it, including any legislation, regulation and/or rule implementing the Markets in Financial
Instruments Directive as amended (2014/65/UE) (MiFID II), or as otherwise may apply in any non-EEA
jurisdictions. 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.
Commissions and fees
Please be informed that standard information on costs and charges associated with some of our products and
services is available on Natixis CIB's website (https://cib.natixis.com). Please also note that detailed
information about the financial products you are willing to deal with us, underlying risks, performance
scenarios and, if required by MiFID II / PRIIPS regulation, additional information on costs and charges are
available on our customer portal (access upon request to your usual Natixis correspondent).
As far as the Issuer is aware, no commission is paid by the Dealer to any third parties
Risk Factors
THE NOTES MAY REDEEM BELOW PAR AND THE REDEMPTION AMOUNT MAY VARY
CONSIDERABLY DUE TO MARKET CONDITIONS AND WILL LIKELY BE VALUED AT A
CONSIDERABLE DISCOUNT TO ITS PAR VALUE. ANY AMOUNT SCHEDULED AND DUE UNDER
THE TERMS OF THE NOTES BEARS THE CREDIT RISK OF THE ISSUER.
Prospective investors should be aware that in case of early redemption of the Notes for taxation reasons or for
illegality or in case of an Event of Default or in certain circumstances relating to the underlying the Notes may
be redeemed at their fair market value as determined by the Calculation Agent and accordingly at an amount
below par (subject to a minimum of zero and no accrued unpaid interest will be payable but will be taken into
account in calculating the fair market value of each Note. In these circumstances the shortfall will be borne by
Noteholders and no further amount shall be payable by the Issuer).
PROSPECTIVE INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE MERITS AND RISKS OF INVESTING
IN THE NOTES AS WELL AS ACCESS TO, AND KNOWLEDGE OF, APPROPRIATE ANALYTICAL
TOOLS TO EVALUATE SUCH MERITS AND RISK IN THE CONTEXT OF THEIR FINANCIAL
SITUATION.
There is not, at present, an active and liquid secondary market for any Notes, and it is unlikely that an active
secondary market for the Notes will develop. Even if a secondary market does develop, it may not continue
for the life of the Notes, or it may leave Noteholders with illiquidity of investment. Illiquidity means that a
Noteholder may not be able to realize a desired yield. Illiquidity can have an adverse effect on the market value
of the Notes.
THE CALCULATION AGENT IS THE SAME ENTITY AS THE ISSUER
AS THE CALCULATION AGENT IS THE SAME ENTITY AS THE ISSUER/GUARANTOR,
POTENTIAL CONFLICTS OF INTEREST MAY EXIST BETWEEN THE CALCULATION AGENT AND
THE PURCHASERS, INCLUDING WITH RESPECT TO THE EXERCISE OF THE VERY BROAD
DISCRETIONARY POWERS OF THE CALCULATION AGENT. THE CALCULATION AGENT HAS
THE AUTHORITY (I) TO DETERMINE WHETHER CERTAIN SPECIFIED EVENTS AND/OR
MATTERS SO SPECIFIED IN THE CONDITIONS RELATING TO A SERIES OF SECURITIES HAVE
OCCURRED, AND (II) TO DETERMINE ANY RESULTING ADJUSTMENTS AND CALCULATIONS
AS DESCRIBED IN SUCH CONDITIONS. PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT
ANY DETERMINATION MADE BY THE CALCULATION AGENT MAY HAVE AN IMPACT ON THE
VALUE AND FINANCIAL RETURN OF THE SECURITIES. ANY SUCH DISCRETION EXERCISED
BY, OR ANY CALCULATION MADE BY, THE CALCULATION AGENT (IN THE ABSENCE OF

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MANIFEST OR PROVEN ERROR) SHALL BE BINDING ON THE ISSUER AND ALL PURCHASERS
OF THE SECURITIES.
For more details, see Base Prospectus.
Disclaimer
This Indicative Term Sheet ("Term Sheet") is preliminary in nature, is subject to amendment or change without
notice and no representation or warranty is made with respect to the information herein. This Term Sheet has
been prepared solely for information purposes and is not an offer to sell or the solicitation of an offer to buy
any securities. This term sheet is a highly confidential document, the property of Natixis and should not be
transmitted to any person other than its original addressee(s) without the prior written consent of Natixis. It
should not be copied or provided to any other person than the original addressee for any purpose.
For the avoidance of doubt, Natixis does not make any representation or warranty that it intends to accept or
be bound to any of the terms herein nor shall Natixis be obliged to enter into any further discussion or
negotiation pursuant hereto. This Term sheet contains indicative terms and conditions. The terms and
conditions will be confirmed in the definitive Term sheet which will be available as of the Trade Date and will
be set out in full in the Final terms prepared by the Issuer, which will be available as of Issue Date, if the Notes
are issued.
This document shall only be intended to eligible counterparties or professional clients or qualified investors.
It is hereby expressly acknowledged by the addressee(s) that this document is not provided to such addressee(s)
in relation to:
·
any investment advice (conseil en investissements) given by Natixis;
·
any portfolio management investment services for the account of third parties (gestion de portefeuille
pour compte de tiers) provided by Natixis;
·
any solicitation or direct selling activities undertaken by Natixis (démarchage bancaire et financier); or
·
more generally, any banking or investment services.
The distribution, possession or delivery of this document in, to or from certain jurisdictions may be restricted
or prohibited by law. Accordingly, the recipients of this document are therefore required to ensure and
represent that they are aware of, and comply with, all such applicable restrictions or prohibitions. Neither
Natixis, nor any of its affiliates, directors, employees, agents or advisers nor any other person accepts any
liability to anyone in relation to the distribution, possession or delivery of this document in, to or from any
jurisdiction.
This document does not constitute an offer or solicitation or a personalized or any other form of investment
recommendation with respect to the purchase, sale or subscription of any interest or security or as an
undertaking by Natixis to complete a transaction subject to the terms and conditions described in this
document. Investors should have sufficient knowledge and experience in financial and business matters to
evaluate the merits and risks of investing in Notes as well as access to, and knowledge of, appropriate analytical
tools to evaluate such merits and risks of their financial situation. In doubt, potential investors are strongly
recommended to consult with their independent legal and financial advisers before making any investment
decision.
Natixis shall not be liable for any financial loss or any direct or indirect loss suffered as a result of any decision
taken on the basis of the information contained in this document, Natixis does not hold itself out as providing
any advice, particularly in relation to investment services. In any event, you should obtain all any internal
and/or external advice that you consider necessary or desirable to obtain, including from financial, legal,
regulatory, tax or accounting advisors, or any other specialist advisors, in order to verify in particular that the
investment(s) described in this document meets your investment and commercial objectives and constraints,
and to obtain an independent valuation of such investment(s), its risks and rewards.
Prices, margins and availability of the relevant products are without notice, indicative only and are subject to
changes at any time depending on, inter alia, market conditions or any of the assumptions made for drafting
this document. Past performance and simulations of past performance are not reliable indicators of the future
and do not predict future results. Information may be changed or withdrawn by Natixis at any time without
notice.

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No, responsibility (whether in contract, tort (including negligence) or otherwise) is accepted by Natixis, nor
by any of its holding companies, subsidiaries, associated undertakings or controlling persons, or any of their
respective directors, officers, partners, employees, agents, representatives or advisors as to or in relation to the
characteristics of this information.
Natixis assumes no duty to update this document at any time or inform its recipient or any other person about
any change in respect of the information contained herein or about any circumstances that may have any impact
on the information contained herein.
Natixis is authorized in France by the Autorité de Contrôle Prudentiel et de Résolution (ACPR) as a Bank
Investment Services Provider and subject to its supervision. Natixis is regulated by the Autorité des Marchés
Financiers (AMF) in respect of its investment services activities.
Natixis is authorised by the ACPR and subject to limited regulation by the Financial Conduct Authority and
Prudential Regulation Authority in the United Kingdom. Details about the extent of our regulation by the
Financial Conduct Authority and Prudential Regulation Authority are available from us on request.
NATIXIS is is authorised by the ACPR and regulated by the BaFin (Bundesanstalt für
Finanzdienstleistungsaufsicht) for the conduct of investment business in Germany. The transfer / distribution
of this document in Germany is done by / under the responsibility of NATIXIS Zweigniederlassung
Deutschland.
Natixis is authorized by the ACPR and regulated by Bank of Spain and the CNMV (Comisión Nacional de
Mercado de Valores) for the conduct of its business in Spain.
Natixis is authorised by the ACPR and regulated by Bank of Italy and the CONSOB (Commissione Nazionale
per le Società e la Borsa) for the conduct of its business in Italy. Natixis is regulated throughout the European
Union on a crossborder basis.
This document is not intended for distribution in the United States or to any US person, or in Canada, Australia,
the Republic of South Africa or Japan, or in any other jurisdiction in which the distribution of this document
would be prohibited or restricted by applicable law.

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