TIDM94YB
RNS Number : 0948E
Credit Agricole Corp & Inv Bank
01 July 2019
NOTICE TO HOLDERS OF SECURITIES
25 June 2019
Issue of EUR 800,000 Index Linked Interest and Redemption
Securities due July 2026
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
ISIN: XS1803948857
Series: 2521
(the "Securities")
Reference is made to:
(1) the base prospectus relating to the Programme dated 9 May
2018 as supplemented from time to time (the "Base Prospectus");
and
(2) the final terms in respect of the Securities dated 18 July
2018 (the "Original Final Terms" and, together with the Base
Prospectus, the "Securities Documentation").
Notice is hereby given to the holders of all outstanding
Securities that the Issuer will, pursuant to General Condition 15
(MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER) amend and
restate the Original Final Terms.
Accordingly the Original Final Terms has been replaced in its
entirety with the amended and restated Final Terms, a draft form of
which is attached in the Appendix to this Notice (showing marked-up
changes against the Original Final Terms) (the "Amended and
Restated Final Terms").
Capitalised terms used in this Notice and not defined have the
meanings given to them in the Base Prospectus and the Amended and
Restated Final Terms. Copies of the Securities Documentation and
the Amended and Restated Final Terms are available at the offices
of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée
Scheffer, L-2520, Luxembourg.
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
APPIX
PROHIBITION OF SALES TO EEA RETAIL INVESTORS WITHOUT KID - The
Securities 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) without an updated key information document required by
Regulation (EU) No 1286/2014 for offering or selling the Securities
or otherwise making them available to retail investors 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 MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC (as amended), 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).
18 July 2018
FINAL TERMS
as amended and restated on 25 June 2019
Issue of EUR 800,000 Index Linked Interest and Redemption
Securities due July 2026
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Securities
described herein for the purposes of Article 5.4 of the Directive
2003/71/EC (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the Relevant Member
State), including any relevant implementing measure in the Relevant
Member State (the Prospectus Directive) and must be read in
conjunction with the Base Prospectus dated 9 May 2018 and the
supplements dated 12 June 2018, 15 June 2018 and 18 June 2018 which
together constitute a base prospectus for the purposes of the
Prospectus Directive. Full information on the Issuer, the Guarantor
and the offer of the Securities is only available on the basis of
the combination of these Final Terms and the Base Prospectus. A
summary of the issue of the Securities is annexed to these Final
Terms at Annex A. The Base Prospectus is available for viewing on
the Luxembourg Stock Exchange website (www.bourse.lu) and during
normal business hours at the registered office of Crédit Agricole
CIB (www.ca-cib.com) and the specified office of the Principal
Paying Agent.
1. (a) Series Number: 2521
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities become fungible: Not Applicable
2. Specified Currency: Euro (EUR)
3. Aggregate Nominal Amount:
(a) Series: EUR 800,000
(b) Tranche: EUR 800,000
4. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
5. (a) Specified Denominations: EUR 1,000
(b) Minimum Trading Size: Not Applicable
(c) Calculation Amount: EUR 1,000
6. (a) Issue Date: 18 July 2018
(b) Trade Date(s): 4 July 2018
(c) Interest Commencement Date: Issue Date
7. Redemption Date: 20 July 2026, subject to any early redemption date.
8. Type of Notes:
(a) Interest: Linked Interest Security: Index Linked Interest Security
(Further particulars specified below in "PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE")
(b) Redemption: Relevant Redemption Method(s):
For the purpose of determining the Early Redemption Amount:
Standard Redemption
For the purpose of determining the Final Redemption Amount:
Growth Redemption
Linked Redemption Security: Index Linked Redemption Security
(Further particulars specified below in "PROVISIONS RELATING TO REDEMPTION")
9. Date Board approval for issuance of Securities obtained: Authorisation given by the Board of Directors of Crédit Agricole CIB Financial Solutions
dated 15 June 2018.
10. Method of distribution: Non-syndicated
11. Asset Conditions: Applicable in accordance with Annex 1
Not Applicable
* Commodity Linked Asset Conditions:
Applicable
* Index Linked Asset Conditions:
Not Applicable
* FX Linked Asset Conditions:
Not Applicable
* Inflation Linked Asset Conditions:
Not Applicable
* Rate Linked Asset Conditions:
Not Applicable
* ETF Linked Asset Conditions:
Not Applicable
* Share Linked Asset Conditions
Not Applicable
* Multi-Asset Basket Linked Asset Conditions:
12. Alternative Currency Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Security: Not Applicable
14. Floating Rate Security: Not Applicable
15. Linked Interest Security: Applicable
(a) Applicable to: All Interest Accrual Periods
(b) Interest Payment Date(s): Annually on the Interest Payment Dates(i) set out in paragraph 15(d) below
(c) Interest Period Dates: Not Applicable
(d) Interest Determination Date(s): In relation to an Interest Payment Date(i) , the corresponding Interest Observation Date(i)
as specified in the table below: i Interest Observation Interest Payment
Date(i) Date(i)
1 4 July 2019 18 July 2019
--------------------- -----------------
2 6 July 2020 20 July 2020
--------------------- -----------------
3 5 July 2021 19 July 2021
--------------------- -----------------
4 4 July 2022 18 July 2022
--------------------- -----------------
5 4 July 2023 18 July 2023
--------------------- -----------------
6 4 July 2024 18 July 2024
--------------------- -----------------
7 4 July 2025 18 July 2025
--------------------- -----------------
8 6 July 2026 20 July 2026
--------------------- -----------------
(e) Business Day Convention for the purposes of adjustment of "Interest Accrual Following Payment Business Day
Periods" in
accordance sub-paragraph (h) below):
(f) Additional Business Centres: TARGET2
(g) Day Count Fraction: Not Applicable
(h) Interest Accrual Periods: Interest Accrual Periods will be unadjusted
(i) Determination Date(s): Not Applicable
(j) Calculation Agent responsible for calculating the Linked Interest Rate and Crédit Agricole and Investment Bank
the Interest
Amount:
(k) Commodity Linked Interest Security: Not Applicable
(l) Index Linked Interest Security: Applicable in accordance with Annex 1, Chapter 2
(i) Single Underlying: Applicable
Standard Interest Payoff: Standard Multi Fixed Digital Interest
* Applicable for the purposes of: (See paragraph 15(t) (ix) of these Final Terms)
EURO STOXX 50(R) Index
* Index:
Not Applicable
* Proprietary Index:
As per Index Linked Asset Condition 2
* Exchange:
Applicable
* Multiple Exchange:
STOXX Limited, Zurich, Switzerland
* Index Sponsor:
EUREX
* Related Exchange:
Closing
* Valuation Time:
SX5E Index
* Bloomberg Ticker:
(ii) Basket/Multi-Asset Basket: Not Applicable
(iii) Additional Disruption Event: Applicable in accordance with Index Linked Asset Condition 3.4
(iv) Other Events: Applicable
(v) Observation Date(s): The Trade Date and each Interest Observation Date(i)
(see paragraph 15(d) of these Final Terms)
(vi) Maximum Days of Disruption: Eight (8) Index Scheduled Trading Days
(vii) Payment Extension Days: Two (2) Payment Business Days
(viii) Clearance System: As per Index Linked Asset Condition 2
(m) FX Linked Interest Security: Not Applicable
(n) Inflation Linked Interest Security: Not Applicable
(o) Rate Linked Interest Security: Not Applicable
(p) ETF Linked Interest Security: Not Applicable
(q) Share Linked Interest Security: Not Applicable
(r) Multi-Asset Basket Linked Interest Security: Not Applicable
(s) Combination Interest Payoff Provisions: Not Applicable
(t) Standard Interest Payoff Provisions: Applicable
(i) Standard Fixed Interest: Not Applicable
(ii) Standard Floating Interest: Not Applicable
(iii) Standard Floater Interest: Not Applicable
(iv) Standard Inverse Floater Interest: Not Applicable
(v) Standard Participation Interest: Not Applicable
(vi) Standard Range Accrual Interest: Not Applicable
(vii) Standard Power Interest: Not Applicable
(viii) Standard Dual Range Accrual Interest: Not Applicable
(ix) Standard Multi Fixed Digital Interest: Applicable in accordance with Annex 5, Part A, Chapter 9
Applicable: Specific Dates
The Linked Interest Rate applicable to an Interest Accrual Period for Securities for which
Standard Multi Fixed Digital Interest is applicable in respect of such Interest Accrual Period
shall be calculated as follows:
(i) if the Underlying Value(xy) is within Range(A) on each Interest Observation Date falling
during the Interest Observation Period, being equal to the Fixed Rate(A) ; or
(ii) otherwise, being equal to the Fixed Rate(F) .
All Interest Accrual Periods
* Applicable Interest Accrual Period:
Not Applicable
* Relevant Combination Interest Payoff:
Not Applicable
* Applicable for the purposes of the Combination
Interest Payoff:
Not Applicable
* Applicable for the purposes of a Payoff Feature:
Not Applicable
* Relevant Payoff Feature:
3.50 per cent.
* Fixed Rate(A) :
Not Applicable
* Fixed Rate(B) :
Not Applicable
* Fixed Rate(C) :
Not Applicable
* Fixed Rate(D) :
Not Applicable
* Fixed Rate(E) :
0.00 per cent.
* Fixed Rate(F) :
Each Interest Observation Date(i) set out in paragraph 15(d) of these Final Terms
* Interest Observation Date(s):
Each period from and including each date falling one Business Day immediately preceding the
* Interest Observation Period(s): first day of the relevant Interest Accrual Period to and including the date falling one Business
Day immediately preceding the last day of that Interest Accrual Period
Index : EURO STOXX 50(R) Index
* Underlying: (with further information set out in paragraph 15(l) of these Final Terms)
Not Applicable
* Relevant Observation:
------------- -------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------
Lower Limit: Upper Limit: Range:
------------------------------------------------------------------ -------------------------------------------------------- --------------------------------------------
Range(A) 70.00 per cent. of the Underlying Value(xy) on the Trade Date. Infinity Range(3)
For the avoidance of doubt, the Underlying Value(xy) on the Trade Range(3) means that, on the relevant
Date is 3,412.03 Interest Observation Date, the Underlying
Value(xy) is
greater than or equal to the Lower Limit
and lower than the Upper Limit.
------------------------------------------------------------------ -------------------------------------------------------- --------------------------------------------
(x) Standard Digital to Participation Interest: Not Applicable
(xi) Standard Multi Fixed Basket Interest: Not Applicable
(xii) Standard Fixed Range Accrual Interest: Not Applicable
(xiii) Standard ABF Interest: Not Applicable
(xiv) Standard Annualised Performance Interest: Not Applicable
(xv) Standard Rainbow Performance Interest: Not Applicable
(xvi) Standard Fixed Range Accrual Basket Performance Interest: Not Applicable
(xvii) Standard Multi Fixed Digital Basket Performance Interest: Not Applicable
(xviii) Standard Participation Basket Performance Interest: Not Applicable
(xix) Standard Steepener With Reserve Interest: Not Applicable
(u) Universal Leverage: Not Applicable
(v) Universal Margin: Not Applicable
16. Zero Coupon Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
17. Payoff Features: Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Redemption Determination Date(s): For the purposes of
determining the Final
Redemption Amount: The
Redemption Observation
Date
For the purposes of
determining an Early
Redemption Amount, the
Knock-out Observation
Date(i) on which the
Knock-out Early Redemption
Trigger occurs
(as specified in paragraph
24(c) of these Final
Terms)
19. Redemption Method:
(a) Early Redemption Amount for Applicable
the purposes of General Condition Standard Redemption
6.2 (Early Redemption Trigger Events) in accordance with Annex
determined in accordance with: 9, Paragraph 2
The Early Redemption
Amount will be equal
to:
Reference Price x Nominal
Amount
as determined by the
Calculation Agent on
the Redemption Determination
Date.
(See also paragraph
24(c) below for further
information in relation
to the Knock-out Early
Redemption Trigger.)
Any such calculation
is without prejudice
to General Condition
6.8 which will apply
for the purposes of
any early redemption
amount calculated in
accordance with the
conditions referred
to in General Condition
6.8 (Fair Market Value
Redemption Amounts).
Not Applicable
* Redemption Payoff:
Not Applicable
* Redemption Unwind Costs:
103.50 per cent.
* Reference Price:
(b) Final Redemption Amount for Applicable
the purposes of General Condition Growth Redemption in
6.1 (Redemption by Instalments accordance with Annex
and Final Redemption) determined 9, Paragraph 4
in accordance with: The Final Redemption
Amount will be equal
to:
(Reference Price x Redemption
Payoff) x Nominal Amount
as determined by the
Calculation Agent on
the Redemption Determination
Date.
Determined in accordance
* Redemption Payoff: with Standard Digital
to Participation Redemption
Payoff (as completed
in paragraph 23(j)(vii)
of these Final Terms)
in respect of which
the Underlying is an
Index (as completed
in paragraph 23(b) of
these Final Terms)
Not Applicable
* Redemption Unwind Costs:
Not Applicable
* Payoff Feature Unwind Costs:
100.00 per cent.
* Reference Price:
(c) Fair Market Value Redemption Applicable
Amount:
Not Applicable
* Fair Market Value Redemption Amount Percentage:
(d) Instalment Redemption Amount Not Applicable
determined in accordance with:
(e) Physical Settlement: Not Applicable
(f) Clean-up Call Option (General Not Applicable
Condition 6.7 (Clean-up Call Option)):
20. Instalment Securities: Not Applicable
21. Credit Linked Securities: Not Applicable
22. Bond Linked Securities: Not Applicable
23. Linked Redemption Security: Applicable in accordance
with Annex 1
(a) Commodity Linked Redemption Not Applicable
Security:
(b) Index Linked Redemption Security: Applicable in accordance with Annex 1, Chapter 2
(i) Single Underlying: Applicable
Standard Redemption Payoff: Standard Digital to Participation Redemption
* Applicable for the purposes of: (as completed in paragraph 23(j)(vii) of these Final Terms)
Early Redemption Trigger Event: Knock-out Early Redemption Trigger
(as completed in paragraph 24(c) of these Final Terms)
EURO STOXX 50(R) Index
* Index:
Not Applicable
* Proprietary Index:
As per Index Linked Asset Condition 2
* Exchange:
Applicable
* Multiple Exchange:
STOXX Limited, Zurich, Switzerland
* Index Sponsor:
EUREX
* Related Exchange:
Closing
* Valuation Time:
SX5E
* Bloomberg Ticker:
(ii) Basket/Multi-Asset Basket: Not Applicable
(iii) Additional Disruption Event: Applicable in accordance with Index Linked Asset Condition 3.4
(iv) Other Events: Applicable
(v) Observation Date(s): Underlying Observation Date(1) , Underlying Observation Date(2) (as defined in
paragraph 23(j)(vii)
of these Final Terms) and each Knock-out Basket Performance Observation Date(i)
(as defined
in paragraph 24(h) of these Final Terms)
(vi) Maximum Days of Disruption: Eight (8) Index Scheduled Trading Days
(vii) Payment Extension Days: Two (2) Payment Business Days
(viii) Clearance System: As per Index Linked Asset Condition 2
(c) FX Linked Redemption Security: Not Applicable
(d) Inflation Linked Redemption Security: Not Applicable
(e) Rate Linked Redemption Security: Not Applicable
(f) ETF Linked Redemption Security: Not Applicable
(g) Share Linked Redemption Security: Not Applicable
(h) Multi-Asset Basket Linked Redemption Security: Not Applicable
(i) Combination Redemption Payoff Provisions: Not Applicable
(j) Standard Redemption Payoff Provisions: Applicable
(i) Standard Fixed Redemption: Not Applicable
(ii) Standard Floater Redemption: Not Applicable
(iii) Standard Strangle Redemption: Not Applicable
(iv) Standard Participation Redemption: Not Applicable
(v) Standard Participation Basket Redemption: Not Applicable
(vi) Standard Multi Fixed Digital Redemption: Not Applicable
(vii) Standard Digital to Participation Redemption: Applicable in accordance with Annex 5, Part
B, Chapter 7
The Redemption Payoff applicable to a
Redemption Determination Date for Securities
for which
Standard Digital to Participation Redemption
is applicable shall be calculated on such
Redemption
Determination Date as follows:
(i) if the Underlying Value(xy) is within
Range(A) on each Redemption Observation Date
falling
within the Redemption Observation Period,
equal to Fixed Percentage(1) ; or
(ii) if the Underlying Value(xy) is within
Range(B) on each Redemption Observation Date
falling
within the Redemption Observation Period,
equal to Fixed Percentage(2) ; or
(iii) otherwise, equal to:
Leverage x
and expressed as a percentage.
Redemption Determination Date for the purposes of determining the Final
* Applicable for the purposes of the following Redemption Amount
Redemption Determination Date(s):
Not Applicable
* Relevant Combination Redemption Payoff:
Not Applicable
* Applicable for the purposes of the Combination
Redemption Payoff:
Not Applicable
* Applicable for the purposes of a Payoff Feature:
Not Applicable
* Cap:
Not Applicable
* Floor:
103.50 per cent.
* Fixed Percentage(1) :
100.00 per cent.
* Fixed Percentage(2) :
Not Applicable
* Fixed Percentage(3) :
Not Applicable
* Fixed Percentage(4) :
Not Applicable
* Fixed Percentage(5) :
Not Applicable
* Fixed Percentage(6) :
* Leverage: 1
For Range(A) : 100.00 per cent. of Underlying(Observation2)
* Lower Limit: For Range(B) : 60.00 per cent. of Underlying(Observation2)
Not Applicable
* Margin:
6 July 2026
* Redemption Observation Date(s):
The period from (and including) Underlying Observation Date(2) to (and
* Redemption Observation Period(s): including) Underlying
Observation Date(1)
Index : EURO STOXX 50(R) Index
* Underlying(xy) : (with further information set out in paragraph 23(b) of these Final Terms)
Not Applicable
* Underlying(z) :
The Redemption Observation Date
* Underlying Observation Date(s)(1) :
The Trade Date
* Underlying Observation Date(s)(2) :
Underlying Value(xy) on the Underlying Observation Date(1)
* Underlying(Observation1) :
3,412.03 (i.e. Underlying Value(xy) on the Underlying Observation Date(2) )
* Underlying(Observation2) :
Not Applicable
* Relevant Observation:
For Range(A) : Infinity
* Upper Limit: For Range(B) : 100.00 per cent. of Underlying(Observation2)
Lower Limit: Upper Limit: Range:
Range(A) 100.00 per cent. of Infinity Range(3) : means that on the Redemption Observation Date the
Underlying(Observation2) Underlying Value(xy) is greater
than or equal to the Lower Limit and less than the Upper Limit.
------------------------- ------------------------------------------- ---------------------------------------------------------------------
Range(B) 60.00 per cent. of 100.00 per cent. of Range(3) : means that on the Redemption Observation Date the
Underlying(Observation2) Underlying(Observation2) Underlying Value(xy) is greater
than or equal to the Lower Limit and less than the Upper Limit.
------------------------- ------------------------------------------- ---------------------------------------------------------------------
(viii) Standard Multi Fixed Basket Not Applicable
Redemption:
(ix) Standard ABF Redemption: Not Applicable
(x) Standard Rainbow Performance Not Applicable
Redemption:
(xi) Standard Digital/Basket Performance Not Applicable
Redemption:
(xii) Standard Participation Basket Not Applicable
Performance Redemption:
(xiii) Standard Worst of Basket Not Applicable
Performance Redemption:
(xiv) Standard Fixed Range Accual Not Applicable
Redemption:
(xv) Standard Target Volatility Not Applicable
Redemption:
24. Early Redemption Trigger Event(s): Applicable
(a) Issuer Call Early Redemption Trigger: Not Applicable
(b) Investor Put Early Redemption Trigger: Not Applicable
(c) Knock-out Early Redemption Trigger: Applicable in accordance with Annex 8, Chapter 3
If on any Knock-out Observation Date, the Underlying Value of the Underlying(r) is within
the relevant Range, the Issuer will redeem all, but not some only, of the Securities then
outstanding at the Early Redemption Amount with accrued interest, if any, on the corresponding
Early Redemption Date.
In relation to a Knock-out Observation Date(i) , the corresponding Early Redemption Date(i)
* Early Redemption Date(s): as specified in the table below: i Knock-out Observation Early Redemption
Date (i) Date (i)
1 4 July 2019 18 July 2019
----------------------- ------------------
2 6 July 2020 20 July 2020
----------------------- ------------------
3 5 July 2021 19 July 2021
----------------------- ------------------
4 4 July 2022 18 July 2022
----------------------- ------------------
5 4 July 2023 18 July 2023
----------------------- ------------------
6 4 July 2024 18 July 2024
----------------------- ------------------
7 4 July 2025 18 July 2025
Means each Knock-out Observation Date(i) as specified in the table above.
* Knock-out Observation Date:
Not Applicable
* Knock-out Observation Period:
100.00 per cent. of the Underlying Value(r) on the Trade Date.
* Lower Limit: For the avoidance of doubt, the Underlying Value(r) on the Trade Date is 3,412.03
Range(3) means that on the relevant Knock-out Observation Date the Underlying Value(r) is
* Range: greater than or equal to the Lower Limit and less than the Upper Limit
Index : EURO STOXX 50(R) Index
* Underlying(r) : (with further information set out in paragraph 23(b) of these Final Terms)
Infinity
* Upper Limit:
(d) Callable Knock-out Early Redemption Trigger: Not Applicable
(e) Puttable Knock-out Early Redemption Trigger: Not Applicable
(f) Target Early Redemption Trigger: Not Applicable
(g) Knock-out Multi Underlying Early Redemption Not Applicable
Trigger:
(h) Knock-out Basket Performance Early Redemption Not Applicable
Trigger:
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
25. Payoff Features: Not Applicable
PROVISIONS APPLICABLE TO SECURED SECURITIES
26. Secured Security Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
27. (a) Form: Bearer Form:
Temporary Bearer Global Security exchangeable for a Permanent Bearer Global Security which
is exchangeable for Definitive Bearer Securities only upon an Exchange Event
(b) Notes in New Global Note form (NGN Notes) or NGN Notes
Certificates in New Global Note form (NGN
Certificates):
(c) Transfer of interest in Regulation S Global Transfers of Securities to IAIs: Not Applicable
Securities:
28. Business Day Convention for the purposes of Following Payment Business Day
"Payment Business Day" election in accordance
with General Condition 5.6 (Payment Business Day):
29. Additional Financial Centre(s): TARGET2
30. Additional Business Centre(s): Not Applicable
31. Talons for future Coupons or Receipts to be No
attached to Definitive Bearer Securities and dates
on which such Talons mature:
32. Redenomination (for the purposes of General Not Applicable
Condition 3.1):
33. (a) Redemption for tax reasons (General Condition Not Applicable
6.3 (Redemption for tax reasons)):
(b) Special Tax Redemption (General Condition 6.4 Not Applicable
(Special Tax Redemption)):
(c) Redemption for FATCA Withholding (General Applicable
Condition 6.5 (Redemption for FATCA Withholding)):
(d) Regulatory Redemption or Compulsory Resales Applicable
(General Condition 6.6 (Regulatory Redemption
or Compulsory Resales)):
(e) Events of Default (General Condition 10 (Events Applicable
of Default)):
(f) Illegality and Force Majeure (General Condition Applicable
19 (Illegality and Force Majeure)):
34. Gross Up (General Condition 8.2 (Gross Up)): Not Applicable
35. Calculation Agent: Crédit Agricole Corporate and Investment Bank
36. Delivery Agent (Credit Linked Securities, Bond Not Applicable
Linked Securities, ETF Linked Securities subject
to physical delivery or Share Linked Securities
subject to physical delivery):
37. Business Day Convention: Not Applicable
38. Benchmark Provisions:
Relevant Index Benchmark: As per the definition in Index Linked Asset Condition 2
OPERATIONAL INFORMATION
39. Branch of Account for the purposes of General Not Applicable
Condition 5.5 (General provisions applicable
to payments):
THIRD PARTY INFORMATION
Not Applicable
Signed on behalf of the Issuer:
By:
Duly authorised
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing and admission Application has been made
to trading: by the relevant Issuer (or
on its behalf) for the Securities
to be admitted to trading
on the London Stock Exchange's
regulated market with effect
from or as soon as practicable
after the Issue Date and to
be listed on the Official
List of the London Stock Exchange.
(ii) Estimate of total expenses EUR 300 + GBP 500
related to admission to trading:
2. RATINGS
Ratings: The Securities to be issued
have not been rated
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save for any fees payable to the Dealer and any distributor
so far as the Issuer is aware, no person involved in
the issue of the Securities has an interest material
to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i) Reasons for the offer: See "Use of Proceeds" wording
in Base Prospectus
(ii) Estimated net proceeds: EUR 800,000
(iii) Estimated total expenses: EUR 300 + GBP 500
5. YIELD Not Applicable
6. HISTORIC INTEREST RATES
Not Applicable
7. PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING
THE UNDERLYING
Underlying: Where past and future performance
and volatility of the Underlying
can be obtained:
Index: EURO STOXX 50(R) Index Bloomberg Ticker: SX5E
(Please also see the disclaimer
attached to these Final Terms
as Annex B)
Post-issuance information
The Issuer does not intend to publish post-issuance information
in relation to any underlying element to which the Securities
are linked.
8. PERFORMANCE OF RATE[S] OF EXCHANGE AND OTHER INFORMATION
CONCERNING THE UNDERLYING
Not Applicable
9. DISTRIBUTION
(i) Method of distribution: Non-syndicated
(ii) If syndicated: Not Applicable
(iii) If non-syndicated, Crédit Agricole Corporate
name and address of Dealer and Investment Bank
12, place des États-Unis
CS 70052
92 547 Montrouge Cedex
France
(iv) Indication of the overall Not Applicable
amount of the underwriting
commission and of the placing
commission:
(v) U.S. Selling Restrictions: Reg. S Compliance Category
2
Securities in Bearer Form
- TEFRA D
10. OPERATIONAL INFORMATION
(i) ISIN Code: XS1803948857
(ii) Temporary ISIN: Not Applicable
(iii) Common Code: 180394885
(iv) VALOREN Code: Not Applicable
(v) Other applicable security Not Applicable
identification number:
(vi) Relevant clearing system(s) Not Applicable
other than Euroclear Bank
S.A./N.V. and Clearstream
Banking, société
anonyme and the relevant
identification number(s):
(vii) Delivery: Delivery against payment
(viii) Names and addresses Not Applicable
of additional Paying Agent(s)
(if any):
(ix) Securities intended No
to be held in a manner which
would allow Eurosystem eligibility:
11. EU BENCHMARK REGULATION
EU Benchmark Regulation: Amounts payable under the
Article 29(2) statement on Securities are calculated
benchmarks: by reference to the EURO STOXX
50 (SX5E) which is provided
by STOXX Limited.
As at the date hereof, such
administrator is not included
in the register of administrators
and benchmarks established
and maintained by the European
Securities and Markets Authority
(ESMA) pursuant to article
36 of the Benchmark Regulation
(Regulation (EU) 2016/1011).
12. TERMS AND CONDITIONS OF THE OFFER
Not Applicable
SUMMARY
This section provides a form of summary, which will be used for
issues of Securities.
Summaries are made up of disclosure requirements known as
"Elements". These Elements are numbered in Sections A - E (A.1 -
E.7).
This summary contains all the Elements required to be included
in a summary for these types of securities and issuers. Some
Elements are not required to be addressed and accordingly there may
be gaps in the numbering sequence of the elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and issuers, it is
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "Not Applicable".
Section A - Introduction and Warnings
A.1 Introduction and warnings This summary should be read as an introduction to the
Base Prospectus. Any decision to invest
in Securities should be based on consideration of the
Base Prospectus as a whole by the investor.
Where a claim relating to the information contained in
the Base Prospectus is brought before
a court, the plaintiff investor might, under the
national legislation of the Member States,
have to bear the costs of translating the Base
Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who
have tabled the summary, including any
translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when
read together with the other parts of the Base
Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus,
key information in order to aid investors
when considering whether to invest in the Securities.
------------------------------------------------------- -------------------------------------------------------
A.2 Consent for use of Base Prospectus in subsequent Not applicable. The Securities are not subject to a
resale or final placement, indication of Public Offer in the European Economic
offer period and conditions to consent for subsequent Area.
resale or final placement and warning
Section B - Issuer and Guarantor
B.1 Legal and commercial name of the Issuer Crédit Agricole CIB Financial Solutions
(Crédit Agricole CIB FS or the Issuer)
---------------------------------------------------- ---------------------------------------------------
B.2 Domicile and legal form of the Issuer, legislation Crédit Agricole CIB FS is a limited liability
under which the Issuer operates and country company incorporated in France as a
of incorporation of Issuer "société
anonyme" and whose registered office is located at
12 place des États-Unis, CS 70052,
92 547 Montrouge Cedex, France. As a French
corporation having limited liability, Crédit
Agricole CIB FS is subject to articles L.225-1 and
following of Book 2 of the Code de commerce
of France. As a financial institution, Crédit
Agricole CIB FS is subject to articles
L.511-1 and following and L.531-1 and following of
the Code monétaire et financier of
France.
---------------------------------------------------- ---------------------------------------------------
B.4b Known trends affecting Issuer and Issuer's Known trends affecting the Issuer and the
industries companies of the Crédit Agricole CIB Group
(the Group), as well as the sectors in which the
Group and the Issuer operate, include:
- the continuing evolution of the global economic
environment (Brexit, European migrant crisis,
instability in the Middle East and elections in
key countries);
- the reform of the solvency ratios under Basel 3
(CRR / CRD4), with the minimum requirement
of CET1 set at 4.5 per cent. in 2015 and for the
following years;
- the ongoing international debate on the
harmonization of accounting standards;
- the implementation of resolution mechanism both
at the national and European levels; and
- changes in the regulatory framework imposing an
ever more prudent treatment of the balance
sheet, including the management of indicators
based on the total balance sheet size, e.g.
the leverage ratio, the Minimum Required Eligible
Liabilities (MREL) from the European Bank
Recovery and Resolution Directive (BRRD), based on
the total liabilities and aimed at ensuring
a minimum level of eligible debt for a bail-in,
Total Loss Absorption Capacity (TLAC), as
well as contributions to the Single Resolution
Fund or the Bank Levy.
---------------------------------------------------- ---------------------------------------------------
B.5 Description of group and Issuer's position within Please refer to Elements B.14 and B.16.
the group The Group includes Crédit Agricole CIB FS,
which is a consolidated subsidiary of Crédit
Agricole CIB. Crédit Agricole CIB FS has no
subsidiaries.
---------------------------------------------------- ---------------------------------------------------
B.9 Profit forecast or estimate Not Applicable. Crédit Agricole CIB FS does
not make profit forecasts or estimates.
---------------------------------------------------- ---------------------------------------------------
B.10 Qualifications in audit report on historical Not Applicable. There were no qualifications in
financial information the audit report on historical financial
information
for Crédit Agricole CIB FS.
---------------------------------------------------- ---------------------------------------------------
B.12 Selected key financial information and no material The following table shows Crédit Agricole CIB
adverse change and no significant change FS's selected key financial information
statements as at and for the period ending 31 December 2017:
Euros 31/12/2017 31/12/2016
(audited) (audited)
Total Balance Sheet 5,309,248,797 3,794,941,765
Share capital 225,000 225,000
Result carried forward (19,872) (21,469)
Net result (3,029) 1,597
Not Applicable. There has been no significant
change in the financial or trading position
of Crédit Agricole CIB FS since 31 December
2017. There has been no material adverse
change in the prospects of Crédit Agricole
CIB FS since 31 December 2017.
B.13 Recent events materially relevant to evaluation of Not Applicable. There have been no
Issuer's solvency recent events that are materially
relevant to the evaluation
of the solvency of Crédit Agricole
CIB FS.
B.14 Dependency of Issuer on other entities within the Please refer to Elements B.5 and B.16.
group Crédit Agricole CIB FS is dependent on
Crédit Agricole CIB.
B.15 Description of Issuer's principal activities Crédit Agricole CIB FS carries on business as
a finance company, issuing warrants, securities
and other financial instruments.
---------------------------------------------------- ---------------------------------------------------
B.16 Description of whether the Issuer is directly Crédit Agricole CIB is the immediate parent
or indirectly owned or controlled and by whom and company of Crédit Agricole CIB FS with
nature of such control a 99.64 per cent. stake and therefore controls
Crédit Agricole CIB FS.
---------------------------------------------------- ---------------------------------------------------
B.18 A description of the nature and scope of the The payment of all amounts due in relation to
guarantee Securities are irrevocably and unconditionally
guaranteed by Crédit Agricole CIB pursuant to
a guarantee dated 9 May 2018 (the Guarantee).
---------------------------------------------------- ---------------------------------------------------
B.19 Section B information about guarantor as if it were Please see the Elements below regarding
issuer of the same type of security that Crédit Agricole CIB, as Guarantor.
is the subject of the guarantee. Therefore provide
such information as required for a summary
for the relevant annex.
---------------------------------------------------- ---------------------------------------------------
B19/ B.1 Legal and commercial name of the guarantor Crédit Agricole Corporate and Investment Bank
- Crédit Agricole CIB - CACIB (Crédit
Agricole CIB or the Guarantor)
---------------------------------------------------- ---------------------------------------------------
B.19/ B.2 Domicile and legal form of the guarantor, Crédit Agricole Corporate and Investment Bank
legislation under which the guarantor operates and is a French Société Anonyme (joint
country of incorporation of guarantor stock company) with a Board of Directors governed
by ordinary company law, in particular the
Second Book of the French Commercial Code (Code de
commerce).
Crédit Agricole Corporate and Investment
Bank's registered office is located at 12 place
des États-Unis, CS 70052, 92 547 Montrouge
Cedex, France.
Crédit Agricole Corporate and Investment Bank
is a credit institution approved in France
and authorised to conduct all banking operations
and provide all investment and related services
referred to in the French Monetary and Financial
Code (Code monétaire et financier).
In this respect, Crédit Agricole CIB is
subject to oversight of the European and French
responsible supervisory authorities, particularly
the European Central Bank and the French
Prudential and Resolution Supervisory Authority
(ACPR). In its capacity as a credit institution
authorised to provide investment services,
Crédit Agricole Corporate and Investment Bank
is subject to the French Monetary and Financial
Code (Code monétaire et financier),
particularly
the provisions relating to the activity and
control of credit institutions and investment
service providers.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.4b Known trends affecting guarantor and guarantor's Known trends affecting the Guarantor and the
industries companies of the Crédit Agricole CIB Group
(the Group), as well as the sectors in which the
Group and the Guarantor operate, include:
- the continuing evolution of the global economic
environment (Brexit, European migrant crisis,
instability in the Middle East and elections in
key countries);
- the reform of the solvency ratios under Basel 3
(CRR / CRD4), with the minimum requirement
of CET1 set at 4.5 per cent. in 2015 and for the
following years;
- the ongoing international debate on the
harmonization of accounting standards;
- the implementation of resolution mechanism both
at the national and European levels; and
- changes in the regulatory framework imposing an
ever more prudent treatment of the balance
sheet, including the management of indicators
based on the total balance sheet size, e.g.
the leverage ratio, the Minimum Required Eligible
Liabilities (MREL) from the European Bank
Recovery and Resolution Directive (BRRD), based on
the total liabilities and aimed at ensuring
a minimum level of eligible debt for a bail-in,
Total Loss Absorption Capacity (TLAC), as
well as contributions to the Single Resolution
Fund or the Bank Levy.
---------------------------------------------------- ---------------------------------------------------
B19/ B.5 Description of group and guarantor's position Please refer to Elements B.19/B.14 and B.19/B.16.
within the group Crédit Agricole CIB is directly owned by
Crédit Agricole S.A., the listed entity
of the Crédit Agricole S.A. group (the
Crédit Agricole Group). Crédit Agricole
CIB is the parent company of the Group. The Group
is the corporate and investment banking
arm of the Crédit Agricole Group.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.9 Profit forecast or estimate Not Applicable. Crédit Agricole CIB does not
make profit forecasts or estimates.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.10 Qualifications in audit report on historical Not Applicable. There were no qualifications in
financial information the audit report on historical financial
information
for Crédit Agricole CIB.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.12 Selected key financial information and no material The following table shows Crédit Agricole
adverse change and no significant change CIB's selected key financial information as
statements at and for the period ending 31 December 2017:
(consolidated data in 01/01/2017-31/12/2017
01/01/2016-31/12/2016
millions of euros) (audited) (audited)
Income statement
Revenues 4,999 4,936
Gross operating income 1,814 1,856
Net income 1,165 1,196
Net income (group share) 1,156 1,182
--------------- ---------------
(consolidated data in 31/12/2017 31/12/2016
billions of euros) (audited) (audited)
Total liabilities and 488.6 524.3
shareholders' equity
Loans and advances to 161.3 170.1
banks and customers
Due to banks and customers 151.0 154.9
Equity, Group Share 18.9 19.5
--------------- ---------------
Total shareholders' equity 19.0 19.6
Ratios of Crédit Agricole 31/12/2017 (Basel
3) 31/12/2016 (Basel 3)
CIB (unaudited) (unaudited)
Core Tier 1 solvency ratio 12.0% 11.7%
Tier 1 solvency ratio 16.2% 15.6%
Total solvency ratio 19.0% 18.1%
Not Applicable. There has been no significant
change in the financial or the trading position
of Crédit Agricole CIB since 31 December
2017.There has been no material adverse change
in the prospects of Crédit Agricole CIB since
31 December 2017.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.13 Recent events materially relevant to evaluation of 1. CHANGES IN TAX LEGISLATION IN FRANCE
guarantor's solvency AND THE UNITED STATES
1.1 Changes in French Tax Legislation
The first Amending Finance Act for 2017
was adopted definitively by the National
Assembly
on 14 November 2017. It was validated by
the Constitutional Council on 29
November 2017 and
published in the Official Journal of the
French Republic on 2 December 2017. The
second for
2017 and the Finance Act for 2018 were
adopted in 21 December 2017 by the
National Assembly
and published in the Official Journal of
the French Republic on 29 and 31
December 2017. The
changes related to the corporate income
tax had significant effects on the
accounts of the
Crédit Agricole Group at 31
December 2017.
(a) Changes to the French Corporate
Income Tax Rate in 2019/2022
The Finance Act for 2018 includes in
Article 219-1 of the French General Tax
Code a gradual
lowering of the corporate income tax
rate with the aim of bringing it down
gradually to 25
per cent. in 2022 for all companies. For
the financial years 2019, 2020, 2021 and
2022, the
maximum normal rate, including a social
security tax of 3.3 per cent., will be
reduced to
32.023 per cent., 28.92 per cent., 27.37
per cent. and 25.83 per cent.
As a result, the deferred tax assets and
liabilities at 31 December 2017 were
measured at
the amount that is expected to be paid
to or received from the tax authorities
having regard
to the dates of repayment or the
recoverability of the deferred tax
bases.
The impact on the consolidated financial
statements of the Group of this change
in legislation
is an increase in the tax charge of
EUR13 million.
(b) Exceptional Taxes on the Corporate
Income Tax of Large French Companies
Article 1 of the first Amending Finance
Act for 2017 creates two corporate
income taxes for
the financial years ended between 31
December 2017 and 31 December 2018:
(i) An exceptional tax equal to 15 per
cent. of the corporate income tax due
(before any tax
credits or tax debts of any kind are
charged) by corporates with revenues
above EUR1 billion.
This exceptional tax raises the
effective tax rate to 39.43 per cent.
(ii) An additional tax equal to 15 per
cent. of the corporate income tax due
(before any reductions,
tax credits or tax debts of any kind are
charged) by corporates with revenues
above EUR3 billion.
This exceptional tax raises the
effective tax rate to 44.43 per cent.
The impact on the Group's net income is
an additional tax charge of EUR11.2
million.
1.2 Changes in United States Tax
Legislation
Change in the Corporate Income Tax Rate
in the United States from 1 January 2018
The US tax reform law was signed in 22
December 2017 by President Trump and has
therefore
been adopted definitively. Among other
things, this reform lowers the income
tax rate for
US corporations from 35 per cent. to 21
per cent. for financial years starting
on or after
1 January 2018.
This reduction in the income tax rate
has an immediate effect on the deferred
taxes of the
Group's US subsidiaries, mainly in the
Large Customers and Corporate and
Investment Banking
business lines.
Factoring in the future reductions in
the corporate income tax in regard to
the deferred tax
assets and liabilities of the Group's
North American companies, these
reductions had an impact
of EUR70.5 million in 2017.
2. PRINCIPAL CHANGES IN THE SCOPE OF
CONSOLIDATION
2.1 Disposal by Crédit Agricole CIB
of its Stake in Banque Saudi Fransi
On 20 September 2017, of the 31.1 per
cent. of Banque Saudi Fransi securities
held, CACIB
sold 16.2 per cent. to Kingdom Holding
Company for the amount of EUR1.3
billion. This disposal
entails a notable loss of influence, and
the securities retained were revalued at
their fair
value under the classification as
available-for-sale securities.
The impact of this sale and of the
revaluation of the securities retained,
net of the Saudi
and French taxes associated with them,
amounted to EUR102 million booked as a
portion of net
income for the period of the
equity-accounted entities at 31 December
2017.
2.2 Acquisition of Wealth Management
Activities from Crédit Industriel
et Commercial
in Singapore and Hong Kong
On 2 December 2017, Indosuez Wealth
Management finalised the acquisition of
the private banking
activities of Credit Industriel et
Commercial in Singapore and all the
share capital of CIC
Investors Services in Hong Kong.
This transaction is part of Credit
Agricole's Medium-Term Plan, "Strategic
Ambition 2020".
It will boost the presence of Indosuez
Wealth Management in the Group's wealth
management
activities in Asia.
3. AGREEMENT FOR THE ACQUISITION OF THE
MAJORITY OF THE SHARE CAPITAL OF BANCA
LEONARDO
Indosuez Wealth Management signed an
agreement for the acquisition of the
majority of the
share capital of Banca Leonardo, a
top-ranking independent player in the
asset management
business in Italy.
This buyback is part of the Credit
Agricole Medium-Term Plan "Strategic
Ambition 2020", which
provides for targeted acquisitions for
the Group's Wealth Management
activities. It constitutes
a major step for Indosuez Wealth
Management and allows it to reinforce
its footprint in Europe
thanks to the inclusion of an entity
positioned on the second domestic market
of the Credit
Agricole Group.
The transaction, which will be subject
to approval by the competent supervisory
authorities,
should be finalised in the first half of
2018.
B.19/ B.14 Dependency of guarantor on other entities within Please refer to Elements B.19/B.5 and B.19/B.16.
the group Crédit Agricole CIB is dependent on the
performance of its subsidiaries and affiliates.
B.19/ B.15 Description of guarantor's principal activities The principal activities of Crédit Agricole
CIB are mainly:
Financing: The financing business combines
structured financing and commercial banking in
France and abroad. Banking syndication is involved
in both of these activities.
Capital markets and investment banking: This
business includes capital markets, as well as
investment banking.
Wealth Management: The Wealth Management offers a
tailored approach allowing each individual
customer to manage, protect and transfer their
assets in a manner which best fits their
aspirations.
Our teams offer expert and first class services
for the management of both private and business
assets.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.16 Description of whether the guarantor is directly or Crédit Agricole S.A. is the immediate parent
indirectly owned or controlled and by company of Crédit Agricole CIB with
whom and nature of such control a 97.33 per cent. stake.
---------------------------------------------------- ---------------------------------------------------
B.19/ B.17 Credit ratings assigned to the issuer or its debt The current ratings for Crédit Agricole CIB
securities at the request or with the cooperation are as follows:
of the issuer in the rating process Rating Agency Short Term Senior Long Term
Debt Debt
Fitch Ratings Limited F1 A+ stable outlook
(Fitch)
Moody's Investors Service Ltd Prime-1 A1 stable
outlook
(Moody's)
Standard & Poor's Rating Services, A-1 A positive
outlook
a division of Standard & Poor's
Credit Market Service Europe
Limited (S&P)
The credit ratings will be treated for the
purposes of Regulation (EC) No 1060/2009 on credit
rating agencies (as amended) (the CRA Regulation)
as having been issued by S&P, Moody's and
Fitch upon registration pursuant to the CRA
Regulation. S&P, Moody's and Fitch are established
in the European Union and have registered under
the CRA Regulation.
The Securities have not been rated.
---------------------------------------------------- ---------------------------------------------------
Section C - Securities
C.1 Type and class Type:
of Securities The securities (Securities) are notes (Notes) and are issued by the Issuer with the amount
being offered (if any) payable as interest being linked to an index (Linked Interest Securities) and the
amount payable on redemption being linked to an index (Linked Redemption Securities).
The Securities may also be referred to as Index Linked Securities if linked to an index.
Identification Code:
The Securities will be uniquely identified by the ISIN Code XS1803948857and the Common Code
180394885.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.2 Currency Subject to compliance with all applicable laws, regulations and directives, Securities may
be issued in any currency agreed between the relevant Issuer and the relevant dealer at the
time of issue.
The Securities will be denominated in Euro (EUR) (the Specified Currency), interest amounts
(if any) will be payable in Euro (EUR) and any amount payable on redemption will be in Euro
(EUR).
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.5 Description of The free transfer of the Securities is subject to the selling restrictions of the United States
restrictions on and the European Economic Area (including Luxembourg, Belgium, Finland, France, Germany, Italy,
free Portugal, Spain, Sweden and the United Kingdom), Australia, Brunei Darussalam, People's Republic
transferability of China, Chile, Japan, Hong Kong, Singapore, South Korea, Switzerland, Taiwan and The Philippines.
of the Securities offered and sold outside the United States to non-U.S. persons in reliance on Regulation
Securities S under the U.S. Securities Act of 1933, as amended must comply with selling restrictions.
Securities held in a clearing system must be transferred in accordance with the rules, procedures
and regulations of that clearing system.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.8 Description of The Securities are issued in a series (a Series) having terms and conditions relating to,
the rights amongst other matters, the following.
attaching to Guarantee:
the Securities The payment of nominal and interest in respect of the Securities is unconditionally and irrevocably
including guaranteed by the Guarantor pursuant to the Guarantee.
ranking and
including any
limitations to
those rights
Secured Securities:
Not Applicable. The Securities are not secured.
Fair Market Value Redemption Amount:
The Fair Market Value Redemption Amount in respect of a Security will be, in summary, equal
to the fair market value of the Securities as at (or about) the date of early redemption,
taking into account, without limitation, the deduction of the Hedge Amount but disregarding
any collateral which has been, or is required to be, delivered in connection with the Securities
and (only in case of a payment event of default under the Securities or an insolvency of the
relevant Issuer and/or the Guarantor) the financial condition of the relevant Issuer and/or
the Guarantor.
If a Fair Market Value Redemption Amount has been determined for any reason other than the
occurrence of a payment event of default under the Securities or an insolvency of the relevant
Issuer and/or the Guarantor (the Pre-Default FMVRA) and is unpaid on the date on which a payment
event of default under the Securities or an insolvency occurs with respect to the relevant
Issuer and/or the Guarantor (the Post-Default FMVRA Determination Date), then the Pre-Default
FMVRA will be deemed to be equal to the Fair Market Value Redemption Amount determined as
of the Post-Default FMVRA Determination Date (the Post-Default FMVRA) and the Post-Default
FMVRA shall disregard the financial condition of the relevant Issuer and/or the Guarantor.
Hedge Amounts represent the losses or costs (expressed as a positive number) to the relevant
Issuer or any affiliate thereof that are incurred or gains (expressed as a negative number)
of the relevant Issuer or any affiliate thereof that are realised in unwinding any hedging
arrangements entered into in respect of the relevant Securities (whether by the Issuer, the
Guarantor or indirectly through an affiliate), provided that the determination of the Hedge
Amount shall (only in case of a payment event of default with respect of the Securities or
insolvency of the relevant Issuer and/or the Guarantor) disregard the financial condition
of the relevant Issuer and/or the Guarantor.
Events of Default:
Following the occurrence of one or more of the following events (each, an Event of Default):
1. default in the payment of any nominal or interest due on the Securities or the due date
and such default continues for a specified time after written notice is received by the Issuer;
2. non-performance or non-observance by the Issuer or Guarantor of any of their other respective
obligations and such default continues for a specified time after written notice (except where
such failure is incapable of remedy when no notice will be required) is received by the Issuer
or Guarantor (as the case may be); or
3. if the Issuer becomes the subject of certain prescribed insolvency or administration type
proceedings; or
4. the Guarantee ceases to be, or is claimed by the Guarantor not to be, in full force and
effect,
the Securities will become due and payable upon notice being given by the Securityholder.
Withholding tax:
All payments of nominal and interest by or on behalf of the Issuer or the Guarantor in respect
of the Securities will be made without withholding or deduction for or on account of any present
or future taxes or duties of whatever nature imposed or levied by or on behalf of France unless
such withholding or deduction is required by law or other laws to which the Issuer, the Guarantor
or its agents agree to be subject and neither the Issuer nor the Guarantor will be liable
for any taxes or duties of whatever nature imposed or levied by such laws, regulations, directives
or agreements.
Meetings:
The terms of the Securities contain provisions for calling meetings of holders of the Securities
to consider matters affecting their interests generally. These provisions permit defined majorities
to bind all holders, including holders who did not attend and vote at the relevant meeting
and holders who voted in a manner contrary to the relevant majority.
Governing Law:
The Securities are governed by English law.
Ranking (status):
The Securities constitute direct, unsubordinated and unsecured obligations of the Issuer.
Limitation of rights:
Prescription
The Securities will become void unless claims in respect of nominal and/or interest are made
within a period of 10 years (in the case of nominal) and five (5) years (in the case of interest)
after the date on which the relevant payment first becomes due, except that, if the full amount
of the moneys payable has not been duly received by the principal paying agent or the registrar,
as the case may be, on or prior to such due date, it means the date on which, the full amount
of such moneys having been so received, notice to that effect is duly given to the Securityholders
in accordance with General Condition 9 (Prescription)
Redemption following a Scheduled Payment Currency Cessation Event:
A Scheduled Payment Currency Cessation Event means that the Specified Currency ceases to exist
at any time as a lawful currency for any reason whatsoever, as determined by the Calculation
Agent in its sole and absolute discretion.
Following the occurrence of a Scheduled Payment Currency Cessation Event, the relevant Issuer,
in its sole and absolute discretion, may redeem all, but not some only, of the Securities
early on a date to be specified by the Issuer, each Security being redeemed at its Fair Market
Value Redemption Amount denominated at any currency selected by the Calculation Agent or the
currency then adopted in France.
Redemption for FATCA Withholding:
The Issuer may redeem any or all FATCA Affected Securities and, in circumstances where the
Issuer elects not to redeem a FATCA Affected Security, the holder of such FATCA Affected Securities
can subsequently request the Issuer to redeem such FATCA Affected Securities. The Securities
will be redeemed at the Fair Market Value Redemption Amount.
A FATCA Affected Security means a Security in respect of which (i) the Issuer or Guarantor
(if it were required to make a payment under the Guarantee) has or will become obliged to
make any withholding or deduction pursuant to an agreement described in Section 1471(b) of
the U.S. Internal Revenue Code of 1986, as amended (the Code) or any withholding or deduction
otherwise imposed pursuant to Sections 1471 through 1474 of Code, or any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code and (ii) such obligation
cannot be avoided by the Issuer or the Guarantor taking reasonable measures available to it.
Regulatory Redemption or Compulsory Resales:
The Issuer shall have certain rights to redeem or require the sale of Securities at the expense
and risk of the holder of any Securities held by or on behalf of a U.S. person who is not
a qualified purchaser (as defined in Section 2(a)(51) of the U.S. Investment Company Act of
1940 and the rules thereunder) at the time it purchases such Securities.
Redemption for Illegality and Force Majeure:
The Issuer has the right to terminate the Securities in the case of illegality or force majeure.
C.1 An indication Application has been made by the Issuer (or on its behalf) for the Securities to be admitted
1 as to whether to trading on the London Stock Exchange's regulated market with effect from or as soon as
the securities practicable after the Issue Date..
offered are or
will be the
object of an
application
for admission
to trading on a
regulated
market
C.1 Description of Linked Interest Securities: The Securities are Linked Interest Securities, they will bear
5 how the value interest on the basis of the Linked Interest Rate which is calculated in accordance with the
of your below and expressed as a percentage, where, the Underlying Value reflects the price, level
investment is or rate of the Underlying (being EURO STOXX 50(R) Index) (without regard to any currency of
affected by the denomination of such price, level or rate, as the case may be) at the relevant time on the
value of the relevant Observation Date.
underlying An interest amount calculated in accordance with an Interest Payoff is a Linked Interest Amount.
assets Standard Multi Fixed Digital Interest is applicable for all Interest Accrual Periods.
The Linked Interest Rate is calculated as (a) if the Underlying Value is, on the relevant
Interest Observation Date, equal to or greater than 70.00 per cent. of the Underlying Value
on the Trade Date, being 3.50%; (b) otherwise being 0.00 per cent.
For the avoidance of doubt, on the Trade Date (i.e 4 July 2018) the Underlying Value was 3,412.03
Interest Observation Date means, in respect of an Interest Payment Date(i) , the corresponding
Interest Observation Date(i) specified in the table below:
i Interest Observation Interest Payment
Date(i) Date(i)
1 4 July 2019 18 July 2019
--------------------- -----------------
2 6 July 2020 20 July 2020
--------------------- -----------------
3 5 July 2021 19 July 2021
--------------------- -----------------
4 4 July 2022 18 July 2022
--------------------- -----------------
5 4 July 2023 18 July 2023
--------------------- -----------------
6 4 July 2024 18 July 2024
--------------------- -----------------
7 4 July 2025 18 July 2025
--------------------- -----------------
8 6 July 2026 20 July 2026
--------------------- -----------------
Linked Redemption Securities: The Securities are Linked Redemption Securities. The amount
payable on early redemption following an Early Redemption Trigger will be on the basis of
the Redemption Payoff which is calculated in accordance with Standard Digital to Participation
Redemption and expressed as a percentage.
Where the Underlying Value reflects the price, level or rate of the relevant Underlying (without
regard to any currency of denomination of such price, level or rate, as the case may be) at
the relevant time and the Redemption Determination Date is 6 July 2026.
Underlying(s): EURO STOXX 50(R) Index
Standard Digital to Participation Redemption is applicable for Redemption Determination Date
for the purposes of determining the Final Redemption Amount.
The Redemption Payoff is calculated on the Redemption Determination Date as either (a) if
the Underlying Value(xy) is, on the Redemption Observation Date, equal to or greater than
100.00 per cent. of Underlying(Observation2) , being 103.50% of the aggregate outstanding
nominal amount or (b) if the Underlying Value(xy) is, on the Redemption Observation Date,
equal to or greater than 60.00 per cent. of Underlying(Observation2) and lower than 100.00
per cent. of Underlying(Observation2) , being 100% of the aggregate outstanding nominal amount
or (c) otherwise, being the result of Leverage multiplied by Underlying(Observation1) divided
by Underlying(Observation2) multiplied by the aggregate outstanding nominal amount.
Redemption Observation Date is 6 July 2026.
Leverage means 1.
Underlying(Observation) (1) means the Underlying Value(xy) on the Redemption Observation Date.
Underlying(Observation) (2) means 3,412.03
Additional Disruption Events:
Upon the occurrence of an additional disruption event, the Securities may be subject to adjustment
or may be early redeemed at the Fair Market Value Redemption Amount.
The occurrence of a hedging disruption, a change of law or an increased cost of hedging affecting
the Issuer, the Guarantor and/ or any of their respective affiliates (as the case may be),
as determined by the Calculation Agent or the Issuer (as the case may be), will constitute
an additional disruption event.
Market Disruption Events:
With respect to EURO STOXX 50(R) Index (the Underlying), upon the occurrence of a market disruption
event, the relevant observation date relating to the Underlying may be subject to postponement,
the relevant payment date for interest or redemption may be subject to postponement, the Securities
may be early redeemed or the Calculation Agent may determine its good faith estimate of the
level of the index.
Other events that have a material effect on the Securities:
If any other event, other than a market disruption event and an additional disruption event,
occurs which the Calculation Agent determines, acting in good faith, has a material effect
on the Securities, the Securities may be subject to adjustment or may be early redeemed at
the Fair Market Value Redemption Amount.
Payoff Features:
Not Applicable. The Securities are not subject to any features.
Options:
Not Applicable. There are no Securityholder options in respect of the Securities.
Not Applicable. There are no Issuer options in respect of the Securities.
Early Redemption Triggers:
The Securities may be redeemed prior to their stated maturity upon the occurrence of certain
events and/or at the option of the Issuer or Securityholders, each an Early Redemption Trigger
as set out below:
Knock-out Early Redemption Trigger: Knock-out Early Redemption Trigger is applicable. If on
any Knock-out Observation Date, a Knock-out Trigger occurs, the Issuer will redeem all of
the Securities at the amount determined in accordance with the relevant Redemption Method
(as defined below) (the Early Redemption Amount) with accrued interest, if any, on the Early
Redemption Date (being each Early Redemption Date(i) as specified in the table below). i Knock-out Observation Early Redemption
Date (i) Date (i)
1 4 July 2019 18 July 2019
----------------------- ------------------
2 6 July 2020 20 July 2020
----------------------- ------------------
3 5 July 2021 19 July 2021
----------------------- ------------------
4 4 July 2022 18 July 2022
----------------------- ------------------
5 4 July 2023 18 July 2023
----------------------- ------------------
6 4 July 2024 18 July 2024
----------------------- ------------------
7 4 July 2025 18 July 2025
----------------------- ------------------
A Knock-out Early Redemption Trigger occurs if the Underlying Value of the Underlying(r) is
greater than or equal to the Lower Limit and lower than the Upper Limit.
Underlying Value is the price, level or rate of the relevant Underlying (without regard to
any currency of denomination of such price, level or rate, as the case may be) at the relevant
time. Underlying(r) Knock-out Upper Limit: Lower Limit:
: Observation
Date:
Index: In relation Infinity 100.00 per
EURO STOXX to an Early cent. of
50(R) Index Redemption the Underlying
Date(i) Value on
, the corresponding the Trade
Knock-out Date (i.e.
Observation 4 July 2018)
Date(i) For the
as specified avoidance
in the table of doubt,
above the Underlying
Value on
the Trade
Date
is equal
to 3,412.03
--------------------- ------------- ----------------
Redemption Method:
Unless previously redeemed or purchased and cancelled, each Security will be finally redeemed
by the Issuer, in cash, at its Final Redemption Amount on 20 July 2026 (the Redemption Date).
The aggregate outstanding nominal amount in respect of the Securities is EUR 800,000. The
Final Redemption Amount will be calculated in accordance with the Growth Redemption method
for determining the amount due in respect of redemption of the Securities (the Redemption
Method).
The redemption amount in respect of early redeemed Securities (the Early Redemption Amount)
will be calculated in accordance with the Standard Redemption method.
Redemption Unwind Costs will be zero (0).
Standard Redemption means the Redemption Method corresponding to the Early Redemption Amount.
The Early Redemption Amount applicable to the Securities is calculated as (i) the Redemption
Unwind Costs subtracted from (ii) the Reference Price multiplied by the aggregate outstanding
nominal amount.
Reference Price means 103.50 per cent.
Growth Redemption means the Redemption Method corresponding to the Final Redemption Amount
is Growth Redemption. The Final Redemption Amount applicable to the Securities is calculated
as (i) the Redemption Unwind Costs subtracted from (ii) the result of the Reference Price
multiplied by the Redemption Payoff calculated using Standard Redemption Payoff multiplied
by the aggregate outstanding nominal amount.
Reference Price means 100.00 per cent.
Standard Redemption Payoff means Standard Digital to Participation Redemption.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.1 The expiration Subject to compliance with all relevant laws, regulations and directives, the final redemption
6 or maturity date of the Securities is 20 July 2026.
date of
derivative
Securities -
the exercise
date or final
reference
date.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.1 Settlement Securities will be delivered on 18 July 2018 against payment of the issue price of the Securities.
7 procedure The Securities are cleared through Euroclear/Clearstream, Luxembourg and settlement will be
in accordance with the procedures and local practices relevant to such clearing system.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.1 Procedure on The value of an underlying will affect whether the Securities redeem early and, the amount
8 return on paid on the redemption as set out in more detail in Element C.8 and C.15.
Securities
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.1 Final reference The final value of the underlying is calculated by looking at the price, level or rate of
9 price of the underlying (without regard to any currency of denomination of such price, level or rate,
underlying as the case may be) at the relevant time on the Redemption Determination Date (being 6 July
asset 2026), as calculated by the Calculation Agent.
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
C.2 Type of The Underlying is an index (EURO STOXX 50(R) Index). Information relating to it can be found
0 underlying at Bloomberg Ticker SX5E.
asset
---------------- ---------------------------------------------------------------------------------------------------------------------------------------
Section D - Risks
D.2 Key risk factors relating to the Issuers The following key risk factors relating to the
Crédit Agricole CIB FS as Issuer, its
activities, the market in which it operates, and its
structure may affect the capacity of
the Issuer to fulfil its obligations under the
Securities issued under the Programme:
- Creditworthiness of the Issuer and the Guarantor
The Securities constitute general and unsecured
contractual obligations of the Issuer and
of no other person and the Guarantee constitutes
general and unsecured contractual obligations
of the Guarantor and of no other person, which will
rank equally with all other unsecured
contractual obligations of the Issuer and the
Guarantor, respectively, and behind preferred
liabilities, including those mandatorily preferred by
law. Securityholders rely upon the creditworthiness
of the relevant Issuer and, as the case may be, the
Guarantor and no other person.
- Credit risk
Credit risk is the risk that a customer or
counterparty will be unable or unwilling to meet
a commitment that it has entered into with Crédit
Agricole CIB FS.
- Liquidity risk
Liquidity risk is the risk that Crédit Agricole
CIB FS will encounter difficulty in realising
assets or otherwise raising funds to meet commitments.
- Interest rate risk
Exposure to interest rate risk is the risk that arises
when there is an imbalance between
rate and non-rate sensitive assets, liabilities and
off balance sheet items.
- Foreign currency risk
Foreign currency risk is the risk that the value of a
financial instrument will fluctuate
because of changes in foreign exchange rates.
Crédit Agricole CIB FS foreign exchange
exposure arises from issuing debt in currencies other
than Euro.
------------------------------------------------------- -------------------------------------------------------
D.6 Risk warning that investors may lose value of entire The Securities involve a high degree of risk.
investment and key risk factors relating Investors should recognise that their Securities
to the Securities may mature worthless and should be prepared to sustain
a total loss of the purchase price
of their Securities. This risk reflects the nature of
a Security as an asset which, other
factors held constant, tends to decline in value over
time and which may become worthless
when it matures. Investors should be experienced with
respect to options and option transactions,
should understand the risks of transactions involving
the Securities and should reach an investment
decision only after careful consideration, with their
advisers, of the suitability of such
Securities in light of their particular financial
circumstances.
Early redemption
Certain events or circumstances may lead to the
Securities being redeemed prior to their scheduled
redemption date. In such circumstances,
Securityholders may not be able to reinvest the
redemption
proceeds so as to receive the return they might
receive on the Securities.
Potential losses arising on redemption
Investors should be aware that the Final Redemption
Amount may be less than the nominal amount
of the Securities. The Redemption Method applicable to
the Final Redemption Amount may be
different to the Redemption Method applicable to the
Early Redemption Amount.
Payments linked to an underlying asset
The Linked Interest Amounts and Redemption Payoff in
respect of the Securities is linked to
the value of the Underlying. Investors should
therefore appreciate that they are taking a
view on the value of the Underlying as it is used for
the purposes of determining the Linked
Interest Amounts and Redemption Payoff.
Investors should be aware that:
(i) the market price of the Securities may be
volatile;
(ii) movements in the Underlying(s) may adversely
affect the amount of nominal and interest
to be paid on the Securities and may also affect the
market value of the Securities;
(iii) they may receive no interest;
(iv) payment of nominal or interest may occur at a
different time or in a different currency
than expected;
(v) the amount of nominal to be repaid may be less
than the stated nominal amount of the Securities
or may even be zero;
(vi) the Underlying may be subject to significant
fluctuations that may not correlate with
changes in interest rates, currencies or other
indices;
(vii) if the Underlying is applied to Securities in
conjunction with a multiplier greater
than one or contains some other leverage factor, the
effect of changes in the Underlying on
nominal or interest payable likely will be magnified;
and
(viii) the timing of changes in the Underlying may
affect the actual yield to investors, even
if the average level is consistent with their
expectations. In general, the earlier the change
in the Underlying, the greater the effect on yield.
Amounts payable determined by reference to a formula
Amounts payable in respect of the Securities are
determined by reference to formulae, as described
in the Elements above. The Securities therefore entail
significant risks not associated with
similar investments in a conventional debt security.
Investors should fully understand the
basis on which payments in respect of the Securities
will be determined in accordance with
the applicable Conditions and should appreciate that
neither the current nor the historical
value of the Underlying should be taken as an
indication of future performance of Underlying.
Ranking of the Securities
The Securities and the Guarantee each constitute
general, unsecured, contractual obligations
of the Issuer and, as the case may be, the Guarantor
and of no other person. Any person who
purchases such Securities is relying upon the
creditworthiness of the Issuer and the Guarantor
and has no rights under the Conditions against any
other person.
Conflicts of interest
Certain potential conflicts of interest exist or may
arise between Securityholders and certain
other parties, which have the potential to adversely
affect Securityholders.
Compounding of risks
Various risks relating to the Securities may be
correlated or compounded and such correlation
and/or compounding may result in increased volatility
in the value of the Securities and/or
in increased losses for Securityholders.
Legal and tax risks
Certain risks arise as a result of applicable law
(including applicable tax law) which have
the potential to adversely affect Securityholders.
Trading Securities in the secondary market
Securities may have no established trading market when
issued, and one may never develop.
If a market does develop, it may not be very liquid.
Therefore, investors may not be able
to sell their Securities easily or at prices that will
provide them with their anticipated
yield or a yield comparable to similar investments
that have a developed secondary market.
Credit ratings
Credit rating agencies may assign credit ratings to
the Securities. The ratings may not reflect
the potential impact of all the risks and other
factors that may affect the value of the Securities.
A reduction in the rating, if any, accorded to the
Securities, or of the outstanding debt
securities of the Issuer or the Guarantor could result
in a reduction in the trading value
of the Securities.
Payments in a specified currency
The Issuer will pay nominal and interest on the
Securities and the Guarantor will make any
payments under the Guarantee in the Specified
Currency. This presents certain risks relating
to currency conversions if an investor's financial
activities are denominated principally
in a different currency.
------------------------------------------------------- -------------------------------------------------------
Section E - Offer
E.2b Reasons for offer and use of proceeds when different Not Applicable. The reasons for the offer and the net
from making profit and/or hedging certain proceeds of the issue are for making
risks profit and hedging certain risks.
------------------------------------------------------ -------------------------------------------------------
E.3 Terms and conditions of offer The Securities are not offered to the public in the
European Economic Area.
E.4 Interest material to issue including conflicting Not Applicable. So far as the Issuer is aware, no
interests person (other than Credit Agricole Corporate
and Investment Bank as dealer and any distributor)
involved in the offer of the Securities
has an interest material to the offer, including
conflicting interests.
E.7 Estimated expenses charged to investor Not Applicable. There are no expenses charged to the
investor by the Issuer.
------------------------------------------------------ -------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODSSIFIFFUSEFW
(END) Dow Jones Newswires
July 01, 2019 11:59 ET (15:59 GMT)
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