TIDM94YB
RNS Number : 4242J
Credit Agricole Corp & Inv Bank
09 April 2020
9 April 2020
NOTICE TO HOLDERS OF SECURITIES
Issue of EUR 3,000,000 Index Linked Interest and Redemption
Notes due April 2021
issued by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (the "Issuer")
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
pursuant to the EUR50,000,000,000 Structured Euro Medium Term
Note Programme
ISIN: XS1223084564
Series: 517
(respectively, the "Programme" and the "Securities")
Reference is made to:
(1) the b ase prospectus relating to the Programme dated 25 June
2014 as supplemented from time to time (the "Base Prospectus");
(2) the final terms in respect of the Securities dated 30 April
2015 (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, at the request of 100 per cent. of the holders of
all outstanding Securities, 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 - AMED AND RESTATED FINAL TERMS
30 April 2015
FINAL TERMS
as amended and restated on 9 April 2020
Issue of EUR 3,000,000 Index Linked Interest and Redemption
Notes due April 2021
under the EUR50,000,000,000
Structured Euro Medium Term Note 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 Notes 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 25 June 2014 together with any supplements
thereto, including those dated 4 July 2014, 9 September 2014 and 18
November 2014 (the Base Prospectus) which together constitute a
base prospectus for the purposes of the Prospectus Directive. Full
information on the Issuer, the Guarantor (if any) and the offer of
the Notes is only available on the basis of the combination of
these Final Terms and the Base Prospectus. A summary of the issue
of the Notes 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.
Any person making or intending to make an offer of the Notes may
only do so in circumstances in which no obligation arises for the
relevant Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of Prospectus Directive or otherwise or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive or
otherwise, in each case, in relation to such offer. Neither the
Issuer nor any Dealer has authorised, nor do they authorise, the
making of any offer of Notes in the circumstances where there is an
obligation to publish a prospectus or supplement.
For the avoidance of doubt, the Notes are not intended for
distribution to retail investors in the United Kingdom. For these
purposes, a retail investor is an investor that is not classified
as a professional client or eligible counterparty as set out in
Annex II of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
This document shall not be dispatched, copied to or otherwise
made available to, and the Notes may not be offered for sale to any
person in Switzerland, except to "qualified investors" as defined
in article 10 of the Swiss Act on Collective Investment Schemes
(CISA).
This document is neither a prospectus according to articles 652a
and 1156 of the Swiss Code of Obligations, a simplified prospectus
according to article 5 of the CISA nor a listing prospectus
according to the Listing Rules of the SIX Swiss Exchange Ltd.
The Notes do not constitute a collective investment scheme
within the meaning of the CISA. Consequently, the Notes are not
subject to authorisation or supervision by the Swiss Financial
Market Supervisory Authority (FINMA). Investors bear the issuer
risk.
1 (a) Series Number: 517
(b) Tranche Number: 1
(c) Date on which the Notes Not Applicable
become fungible:
2 Specified Currency: Euro ("EUR")
3 Aggregate Principal Amount:
(a) Series: EUR 3,000,000
(b) Tranche EUR 3,000,000
4 Issue Price: 100 per cent. Of the Aggregate
Principal Amount
5 (a) Specified Denominations: EUR 1,000
(b) Minimum Trading Size: EUR 100,000
(c) Calculation Amount: EUR 1,000
6 (a) Issue Date: 30 April 2015
(b) Trade Date(s): 16 April 2015
(c) Interest Commencement Date: Issue Date
7 Maturity Date: 30 April 2021, subject to any
early redemption date
8 Type of Note:
(a) Interest: Linked Interest Note: Index
Linked Interest Note
(Further particulars specified
below in "PROVISIONS RELATING
TO INTEREST (IF ANY) PAYABLE"
and in "PAYOFF FEATURES (IF
ANY) RELATING TO INTEREST")
(b) Redemption: Relevant Redemption Method(s):
Growth Redemption
Linked Redemption Note: Index
Linked Redemption Note
(Further particulars specified
below in "PROVISIONS RELATING
TO REDEMPTION")
(c) Other: Not Applicable
9 Date Board approval for issuance Authorisation given by the Board
of Notes and Guarantee obtained: of Directors of Crédit
Agricole Corporate and Investment
Bank dated 17 June 2014
10 Method of distribution: Non-syndicated
11 Asset Conditions : Applicable in accordance with
Annex 1
-- Commodity Linked Asset Conditions: Not Applicable
-- Index Linked Asset Conditions: Applicable
-- FX Linked Asset Conditions: Not Applicable
-- Inflation Linked Asset Conditions: Not Applicable
-- Rate Linked Asset Conditions: Not Applicable
Not Applicable
* Multi-Asset Basket Linked Asset Conditions:
12 Alternative Currency Equivalent: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13 Fixed Rate Note: Not Applicable
14 Floating Rate Note: Not Applicable
15 Linked Interest Note : Applicable
(a) Applicable to: All Interest Periods
(b) Interest Payment Date(s): Semi-annually on 30 October
2015, 29 April 2016, 31 October
2016, 28 April 2017, 30 October
2017, 30 April 2018, 30 October
2018, 30 April 2019, 30 October
2019; 30 April 2020, 30 October
2020 and 30 April 2021.
(c) Interest Period Dates: Not Applicable
(d) Interest Determination As specified in the table below: Interest Determination Interest Payment
Date(s): Date Date
16 October 2015 30 October 2015
-----------------
18 April 2016 29 April 2016
-----------------
17 October 2016 31 October 2016
-----------------
13 April 2017 28 April 2017
-----------------
16 October 2017 30 October 2017
-----------------
16 April 2018 30 April 2018
-----------------
16 October 2018 30 October 2018
-----------------
12 April 2019 30 April 2019
-----------------
16 October 2019 30 October 2019
-----------------
16 April 2020 30 April 2020
-----------------
16 October 2020 30 October 2020
-----------------
16 April 2021 30 April 2021
-----------------
If an Interest Determination
Date is not an Exchange Business
Day, then such Interest Determination
Date shall be the following
Exchange Business Day
(e) Business Day Convention Not Applicable
(f) Additional Business Centres: Not Applicable
(g) Day Count Fraction: Not Applicable
(h) Interest Periods: Interest Periods will be unadjusted
(i) Determination Date(s): Not Applicable
(j) Calculation Agent responsible Crédit Agricole Corporate
for calculating the Linked and Investment Bank
Interest Rate and the Interest
Amount:
15A Commodity Linked Interest Note Not Applicable
:
15B Index Linked Interest Note: Applicable
(a) Single Underlying: Applicable
-- Applicable for the purposes Standard Interest Payoff : Standard
of: Fixed Digital Interest
-- Index: EURO STOXX 50 (R) Index
-- Proprietary Index: Not Applicable
-- Exchange: The principal stock exchange
on which the securities comprising
the Index are principally traded
-- Index Sponsor: STOXX Limited, Zurich, Switzerland
-- Related Exchange: EUREX
-- Valuation Time: Closing
-- Bloomberg Ticker: SX5E
(b) Basket/Multi-Asset Basket: Not Applicable
15C FX Linked Interest Note : Not Applicable
15D Inflation Linked Interest Note: Not Applicable
15E Rate Linked Interest Note: Not Applicable
15F Multi-Asset Basket Linked Interest Not Applicable
Note :
15G Combination Interest Payoff Not Applicable
Provisions :
15H Standard Interest Payoff Provisions Applicable
:
(a) Standard Fixed Interest: Not Applicable
(b) Standard Floating Interest: Not Applicable
(c) Standard Asian Option Interest: Not Applicable
(d) Standard Collar Interest: Not Applicable
(e) Standard Floater Interest: Not Applicable
(f) Standard Floored Floater Not Applicable
Interest:
(g) Standard Inverse Floater Not Applicable
Interest:
(h) Standard Strangle Interest: Not Applicable
(i) Standard Alternative Basket Not Applicable
Interest:
(j) Standard Strangle Basket Not Applicable
Interest:
(k) Standard Option Basket Not Applicable
Interest:
(l) Standard Lookback Minimum Not Applicable
Performance Interest:
(m) Standard Lookback Maximum Not Applicable
Performance Interest:
(n) Standard Maximum-Minimum Not Applicable
Interest:
(o) Standard Volbond Interest: Not Applicable
(p) Standard Year on Year Not Applicable
Participation Interest:
(q) Standard Lookback Maximum Not Applicable
Performance Basket Interest:
(r) Standard Lookback Minimum Not Applicable
Performance Basket Interest:
(s) Standard Maximum-Minimum Not Applicable
Basket Interest:
(t) Standard Volbond Basket Not Applicable
Interest:
(u) Standard Year on Year Not Applicable
Participation Basket Interest:
(v) Standard Fixed Digital Applicable in accordance with
Interest : Annex 5, Part A, Chapter 22
The Linked Interest applicable
to an Interest Accrual period
for Notes for which Standard
Fixed Digital Interest is applicable
in respect of such Interest
Accrual Period shall be calculated
as follows:
(i) if the Underlying Value
is within the Range on the relevant
Interest Observation Date, Fixed
Rate1; or
(ii) otherwise, Fixed Rate2.
(See also paragraph 17(h) of
these Final Terms for further
information in relation to Memory
Option Interest Switch Payoff
Feature)
All Interest Periods
* Applicable Interest Period:
Not Applicable
* Relevant Combination Interest Payoff:
Not Applicable
* Relevant Payoff Feature:
In respect of the Interest Periods
* Fixed Rate1: from and including the Interest
Commencement Date up to but
excluding 16 October 2019: 2.55%
(flat)
In respect of the Interest Periods
from and including 16 October
2019 up to but excluding the
Maturity Date: 4.85% (flat)
* Fixed Rate2: 0.00%
As described in paragraph 15(d)
* Interest Observation Date(s): of these Final Terms
70% of the Index Level on the
* Lower Limit: Initial Underlying Observation
Date. For the avoidance of doubt,
the Index Level on the Initial
Underlying Observation Date
is 3,751.72
Range
* Range: Range which means that on the
relevant Interest Observation
Date the Underlying Value is
greater than or equal to the
Lower Limit and lower than the
Upper Limit
Index: EURO STOXX 50 (R) Index
* Underlying: (with further information set
out in paragraph 15B of these
Final Terms)
Not Applicable
* Relevant Observation:
Infinity
* Upper Limit:
(w) Standard Fixed-to-Floating Not Applicable
Interest:
(x) Standard Range Accrual Not Applicable
Interest:
(y) Standard Resettable Range Not Applicable
Accrual Interest:
(z) Standard 3D Range Accrual Not Applicable
Interest:
(aa) Standard Total Range Not Applicable
Accrual Interest:
(bb) Standard Fixed Digital Not Applicable
Basket Interest:
(cc) Standard Power Interest: Not Applicable
(dd) Standard Dual Range Accrual Not Applicable
Interest:
(ee) Standard Trend Participation Not Applicable
Interest:
(ff) Standard Lookback Trend Not Applicable
Participation Interest:
(gg) Standard Average Trend Not Applicable
Participation Interest:
(hh) Standard Trend Participation Not Applicable
Basket Interest:
(ii) Standard Average Trend Not Applicable
Participation Basket Interest:
(jj) Standard Multi Fixed Not Applicable
Digital Interest:
(kk) Standard Digital to Participation Not Applicable
Interest:
(ll) Standard Knock-out Range Not Applicable
Accrual Interest:
(mm) Standard Product Basket Not Applicable
Interest:
(nn) Standard Multi Fixed Not Applicable
Basket Interest:
(oo) Standard Fixed Range Not Applicable
Accrual Interest:
(pp) Standard ABF Interest: Not Applicable
(qq) Standard Worst of Interest: Not Applicable
(rr) Standard Annualised Performance Not Applicable
Interest:
16 Zero Coupon Note: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
17 Payoff Features: Applicable
(a) Investor Interest Switch Not Applicable
Payoff Feature:
(b) Issuer Interest Switch Not Applicable
Payoff Feature:
(c) Knock-out Interest Switch Not Applicable
Payoff Feature:
(d) Knock-out Basket Interest Not Applicable
Switch Payoff Feature:
(e) Target Interest Switch Not Applicable
Payoff Feature:
(f) Shout Option Performance Not Applicable
Lock-in Interest Payoff Feature:
(g) Chooser Decay Interest Not Applicable
Switch Option Payoff Feature:
(h) Memory Option Interest Applicable in accordance with
Switch Payoff Feature : Annex 7, Part A, Chapter 8
The Interest Amount payable on
an Interest Payment Date shall
be equal to, if the Unadjusted
Interest Amount payable in respect
of an Interest Period calculated
in accordance with the Linked
Interest and applicable conditions,
prior to application of the Memory
Option Interest Switch Payoff
Feature is:
(i) greater than 0, then at the
Unadjusted Interest Amount payable
in respect of the relevant Interest
Period calculated using the Linked
Interest Unadjusted Interest
Amount payable (if any) of previous
consecutive Interest Periods
for which no interest amount
was paid, or
(ii) less than or equal to 0,
then 0.
(i) Applicable to: All Interest Periods
(ii) Linked Interest: Standard Fixed Digital Interest
(as completed in paragraph 15H(v)
of these Final Terms for the
purposes of this Payoff Feature)
(i) Flexi Option Interest Not Applicable
Switch Payoff Feature:
(j) Pelican Option Interest Not Applicable
Switch Payoff Feature:
(k) Dual Currency (Interest) Not Applicable
Payoff Feature:
(l) Credit Event Contingency Not Applicable
Interest Switch Payoff Feature:
(m) Reset Option Interest Not Applicable
Payoff Feature:
(n) Single Interest Payment Not Applicable
Date Payoff Feature:
(o) Additive Payoff Feature: Not Applicable
(p) Currency Performance Payoff Not Applicable
Feature:
PROVISIONS RELATING TO REDEMPTION
18 Redemption Determination Date(s): For the purposes of determining
the Final Redemption Amount:
the Redemption Observation Date
(i.e. 16 April 2021)
(see also paragraph 23G(c) of
these Final Terms)
For the purposes of determining
an Early Redemption Amount: each
Knock-out Observation Date
(as specified in paragraph 24(c)
of these Final Terms)
19 Redemption Method:
(a) Early Redemption Amount Standard Redemption, in accordance
for the purposes of General with Annex 9, Paragraph 2
Condition 6.2 (Early Redemption The Early Redemption Amount applicable
Trigger Events) determined for the purposes of an Early
in accordance with: Redemption Date will be equal
to:
Reference Price x Principal Amount
- Redemption Unwind Costs
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)
Investors should also note that
General Condition 6.8 apply for
the purposes of any early redemption
amount calculated in accordance
with the conditions referred
to in General Condition 6.8
Not Applicable
* Redemption Payoff:
Not Applicable
* Redemption Unwind Costs:
100% of the principal amount
* Reference Price: of the Notes
(b) Final Redemption Amount Growth Redemption in accordance
for the purposes of General with Annex 9, Paragraph 4
Condition 6.1 (Redemption The Final Redemption Amount to
by Instalments and Final Redemption) be applicable for the purposes
determined in accordance with: of the Redemption Determination
Date will be equal to:
(Reference Price x Redemption
Payoff) x Principal Amount -
Redemption Unwind Costs
as determined by the Calculation
Agent on the Redemption Determination
Date.
Determined in accordance with
* Redemption Payoff: Combination Complex Digital Redemption
(as completed in paragraph 23G(c)
of these Final Terms)
Not Applicable
* Redemption Unwind Costs:
Not Applicable
* Payoff Feature Unwind Costs:
100% of the principal amount
* Reference Price: of the Notes
(c) Fair Market Value Redemption Applicable
Amount:
(d) Instalment Redemption Not Applicable
Amount determined in accordance
with:
(e) Clean-up Call Option (General Not Applicable
Condition 6.7 (Clean-up Call
Option)):
20 Instalment Notes: Not Applicable
21 Credit Linked Notes: Not Applicable
22 Bond Linked Notes : Not Applicable
23 Linked Redemption Note: Applicable in accordance with
Annex 1
23A Commodity Linked Redemption Not Applicable
Note:
23B Index Linked Redemption Note Applicable in accordance with
: Annex 1, Chapter 2
(a) Single Underlying: Applicable
Combination Redemption Payoff:
* Applicable for the purposes of: Combination Complex Digital Redemption
(with further information set
out in paragraph 23G(c) of these
Final Terms)
Standard Redemption Payoff: Standard
Year on Year Participation Redemption
(as completed in paragraph 23H(o)
of these Final Terms)
EURO STOXX 50 (R) Index
* Index:
Not Applicable
* Proprietary Index:
The principal stock exchange
* Exchange: on which the securities comprising
the Index are principally traded
STOXX Limited, Zurich, Switzerland
* Index Sponsor:
EUREX
* Related Exchange:
Closing
* Valuation Time:
SX5E
* Bloomberg Ticker:
(b) Basket/Multi-Asset Basket: Not Applicable
(c) Additional Disruption Applicable in accordance with
Event: Index Linked Asset Condition
3.4
(d) Observation Date(s): Means each of the following dates:
the Initial Underlying Observation
Date, the Final Underlying Observation
Date and each Knock-out Observation
Date
(e) Maximum Days of Disruption: Eight (8) Scheduled Trading Days
(f) Payment Extension Days: Two (2) Scheduled Trading Days
23C FX Linked Redemption Note Not Applicable
:
23D Inflation Linked Redemption Not Applicable
Note :
23E Rate Linked Redemption Note: Not Applicable
23F Multi-Asset Basket Linked Not Applicable
Redemption Note:
23G Combination Redemption Payoff Applicable
Provisions:
(a) Combination Addition Redemption: Not Applicable
(b) Combination Capitalisation Not Applicable
Redemption:
(c) Combination Complex Digital Applicable in accordance with
Redemption : Annex 6, Part B, Chapter 3
The Redemption Payoff applicable
to a Redemption Determination
Date for Notes for which Combination
Complex Digital Redemption is
applicable shall be calculated
on such Redemption Determination
Date as follows:
(i) If Underlying Value is within
the Range(3) on each Redemption
Observation Date, Standard Redemption
Payoff(1) ; or
(ii) Otherwise, Standard Redemption(2)
Redemption Determination Date
* Applicable for the purposes of the following for the purposes of determining
Redemption Determination Date(s): the Final Redemption Amount
(as completed in paragraph 18
of these Final Terms)
Not Applicable
* Applicable for the purposes of a Payoff Feature:
60% of the Index Level on the
* Lower Limit: Initial Underlying Observation
Date. For the avoidance of doubt,
the Index Level on the Initial
Underlying Observation Date is
3,751.72
Range(3) means that on the relevant
* Range: Redemption Observation Date the
Underlying Value is greater than
or equal to the Lower Limit and
less than the Upper Limit
16 April 2021
* Redemption Observation Date(s): (see also paragraph 18 of these
Final Terms)
Not Applicable
* Redemption Observation Period(s):
Not Applicable
* Commencement Date:
Standard Fixed Redemption
* Standard Redemption Payoff(1) : (as completed in paragraph 23H(a)
of these Final Terms for the
purposes of this Combination
Redemption Payoff)
Standard Year on Year Participation
* Standard Redemption Payoff(2) : Redemption
(as completed in paragraph 23H(o)
of these Final Terms for the
purposes of this Combination
Redemption Payoff)
Index: EURO STOXX 50 (R) Index
* Underlying: (with further information set
out in paragraph 23B of these
Final Terms)
Not Applicable
* Relevant Observation:
Infinity
* Upper Limit:
(d) Combination Division Redemption: Not Applicable
(e) Combination Multiplication Not Applicable
Redemption:
(f) Combination Ratchet Redemption: Not Applicable
(g) Combination Range Redemption: Not Applicable
(h) Combination Resettable Not Applicable
Range Redemption:
(i) Combination Snowrange Not Applicable
Redemption:
(j) Combination Subtract Redemption: Not Applicable
(k) Combination Maximum Redemption: Not Applicable
(l) Combination Minimum Redemption: Not Applicable
(m) Combination Complex Digital Not Applicable
Basket Redemption:
(n) Combination Complex Digital Not Applicable
Basket Contingency Redemption:
(o) Combination Payoff-Linked Not Applicable
Digital Redemption:
23H Standard Redemption Payoff Applicable
Provisions:
(a) Standard Fixed Redemption: Applicable in accordance with
Annex 5, Part B, Chapter 1
The Redemption Payoff applicable
to a Redemption Determination
Date for Notes for which Standard
Fixed Redemption is applicable
shall be equal to the Fixed Percentage.
Redemption Determination Date
* Applicable for the purposes of the following for the purposes of determining
Redemption Determination Date(s): the Final Redemption Amount
(as defined in paragraph 18 of
these Final Terms)
Combination Complex Digital Redemption
* Relevant Combination Redemption Payoff: (see paragraph 23G(c) of these
Final Terms)
Applicable as Standard Redemption
* Applicable for the purposes of the Combination Payoff(1)
Redemption Payoff:
Not Applicable
* Relevant Payoff Feature:
100% per cent. per annum
* Fixed Percentage:
(b) Standard Asian Option Not Applicable
Redemption:
(c) Standard Collar Redemption: Not Applicable
(d) Standard Floater Redemption: Not Applicable
(e) Standard Floored Floater Not Applicable
Redemption:
(f) Standard Inverse Floater Not Applicable
Redemption:
(g) Standard Strangle Redemption: Not Applicable
(h) Standard Alternative Basket Not Applicable
Redemption:
(i) Standard Strangle Basket Not Applicable
Redemption:
(j) Standard Option Basket Not Applicable
Redemption:
(k) Standard Lookback Minimum Not Applicable
Performance Redemption:
(l) Standard Lookback Maximum Not Applicable
Performance Redemption:
(m) Standard Maximum-Minimum Not Applicable
Redemption:
(n) Standard Volbond Redemption: Not Applicable
(o) Standard Year on Year Applicable in accordance with
Participation Redemption : Annex 5, Part B, Chapter 15
The Redemption Payoff applicable
to a Redemption Determination
Date for Notes for which Standard
Year and Year Participation Redemption
is applicable shall be calculated
on such Redemption Determination
Date as follows:
and expressed as a percentage.
Redemption Determination Date
* Applicable for the purposes of the following for the purposes of determining
Redemption Determination Date(s): the Final Redemption Amount
Combination Complex Digital Redemption
* Relevant Combination Redemption Payoff: for the purposes of determining
the Final Redemption Amount
(see paragraph 23G(c) of these
Final Terms)
Applicable as Standard Redemption
* Applicable for the purposes of the Combination Payoff(2)
Redemption Payoff:
Not Applicable
* Applicable for the purposes of a Payoff Feature:
Not Applicable
* Cap:
16 April 2021
* Final Underlying Observation Date(s):
Not Applicable
* Floor:
16 April 2015.
* Initial Underlying Observation Date(s): For the avoidance of doubt, the
Index Level on the Initial Underlying
Observation Date is 3,751.72
Not Applicable
* Leverage:
Not Applicable
* Margin:
Index: EURO STOXX 50 (R) Index
* Underlying: (with further information set
out in paragraph 23B of these
Final Terms)
Not Applicable
* Relevant Observation:
(p) Standard Lookback Maximum Not Applicable
Performance Basket Redemption:
(q) Standard Lookback Minimum Not Applicable
Performance Basket Redemption:
(r) Standard Maximum-Minimum Not Applicable
Basket Redemption:
(s) Standard Volbond Basket Not Applicable
Redemption:
(t) Standard Year on Year Not Applicable
Participation Basket Redemption:
(u) Standard Fixed Digital Not Applicable
Redemption:
(v) Standard Fixed-to-Floating Not Applicable
Redemption:
(w) Standard Range Accrual Not Applicable
Redemption:
(x) Standard Resettable Range Not Applicable
Accrual Redemption:
(y) Standard 3D Range Accrual Not Applicable
Redemption:
(z) Standard Total Range Accrual Not Applicable
Redemption:
(aa) Standard Fixed Digital Not Applicable
Basket Redemption:
(bb) Standard Power Redemption: Not Applicable
(cc) Standard Dual Range Accrual Not Applicable
Redemption:
(dd) Standard Trend Participation Not Applicable
Redemption:
(ee) Standard Lookback Trend Not Applicable
Participation Redemption:
(ff) Standard Average Trend Not Applicable
Participation Redemption:
(gg) Standard Trend Participation Not Applicable
Basket Redemption:
(hh) Standard Average Trend Not Applicable
Participation Basket Redemption:
(ii) Standard Multi Fixed Not Applicable
Digital Redemption:
(jj) Standard Digital to Participation Not Applicable
Redemption:
(kk) Standard Knock-out Range Not Applicable
Accrual Redemption:
(ll) Standard Product Basket Not Applicable
Redemption:
(mm) Standard Multi Fixed Not Applicable
Basket Redemption:
(nn) Standard Fixed Range Not Applicable
Accrual Redemption:
(oo) Standard ABF Redemption: Not Applicable
(pp) Standard Worst of Redemption: Not Applicable
24 Early Redemption Trigger Event(s): Applicable
(a) Issuer Call Early Redemption Not Applicable
Trigger:
(b) Investor Put Early Redemption Not Applicable
Trigger:
(c) Knock-out Early Redemption Applicable in accordance with
Trigger: Annex 8, Chapter 3
Specified Dates Applicable
If on any Knock-Out Observation
Date, the Underlying Value of
the Underlying is within the
relevant Range, the Issuer will
redeem all of the Notes at the
Early Redemption Amount with
accrued interest, if any, on
the corresponding Early Redemption
Date.
Knock-out Observation Early Redemption
* Early Redemption Date(s): Date Date
18 April 2016 29 April 2016
-----------------
17 October 2016 31 October 2016
-----------------
13 April 2017 28 April 2017
-----------------
16 October 2017 30 October 2017
-----------------
16 April 2018 30 April 2018
-----------------
16 October 2018 30 October 2018
-----------------
12 April 2019 30 April 2019
-----------------
16 October 2019 30 October 2019
-----------------
16 April 2020 30 April 2020
-----------------
16 October 2020 30 October 2020
-----------------
16 April 2021 30 April 2021
-----------------
As specified in the table above
* Knock-out Observation Date:
Not Applicable
* Knock-out Observation Period:
100% of the Index Level on the
* Lower Limit: Initial Underlying Observation
Date (i.e. 3,751.72)
Range(3) means that on the relevant
* Range: Knock-out Observation Date the
Underlying Value is greater than
or equal to the Lower Limit and
less than the Upper Limit
Index: EURO STOXX 50 (R) Index
* Underlying: (with further information set
out in paragraph 23B of these
Final Terms)
Infinity
* Upper Limit:
(d) Callable Knock-out Early Not Applicable
Redemption Trigger:
(e) Puttable Knock-out Early Not Applicable
Redemption Trigger:
(f) Target Early Redemption Not Applicable
Trigger:
(g) Knock-out Multi Underlying Not Applicable
Early Redemption Trigger:
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
25 Payoff Features: Not Applicable
PROVISIONS APPLICABLE TO SECURED NOTES
26 Secured Note Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27 (a) Form: Bearer Form:
Temporary Bearer Global Note
exchangeable for a Permanent
Bearer Global Note which is exchangeable
for Definitive Bearer Notes only
upon an Exchange Event
(b) New Global Note (NGN): Yes
(c) Transfers of interests Transfers of Notes to IAIs: Not
in Regulation S Global Notes: Applicable
28 "Payment Business Day" election Modified Following Payment Business
in accordance with General Day
Condition 5.6 (Payment Business
Day)
29 Additional Financial Centre(s): TARGET2
30 Additional Business Centre(s): Not Applicable
31 Talons for future Coupons No
or Receipts to be attached
to Definitive Bearer Notes
and dates on which such Talons
mature:
32 Redenomination (for the purposes Not Applicable
of General Condition 3.1):
33 Gross Up (General Condition Not Applicable
8.2 (Gross Up)):
34 Illegality and Force Majeure Applicable
(General Condition 19 (Illegality
and Force Majeure)):
35 Calculation Agent: Crédit Agricole Corporate
and Investment Bank
36 Delivery Agent (Credit Linked Not Applicable
Notes):
37 Business Day Convention (Credit Not Applicable
Linked Conditions and Bond
Linked Conditions):
OPERATIONAL INFORMATION
38 Branch of Account for the Not Applicable
purposes of General Condition
5.5 (General provisions applicable
to payments):
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 Notes
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 GBP 300.00
related to admission to trading:
2 RATINGS
Ratings: The Notes 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 Dealers, so far as the
Issuer is aware, no person involved in the issue of the
Notes 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 3,000,000
(iii) Estimated total expenses: Not Applicable
5 YIELD (Fixed Rate Notes Only) Not Applicable
6 HISTORIC INTEREST RATES ( Floating Rate Notes Only)
Not Applicable
7 PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING
THE UNDERLYING (Commodity Linked Notes, Credit Linked Notes,
Bond Linked Notes, Index Linked Notes, Inflation Linked
Notes, Rate Linked Notes and Multi-Asset Basket Linked
Notes)
Underlying: Where past and future performance
and volatility of the Underlying
can be obtained:
Index: EURO STOXX 50 (R) Index Bloomberg Screen: SX5E <GO>
(Please also see the disclaimer
attached to these Final Terms
as Annex B)
Post-issuance information
The Issuers do not intend to publish post-issuance information
in relation to any underlying element to which the Notes
are linked.
8 PERFORMANCE OF RATE[S] OF EXCHANGE AND OTHER INFORMATION
CONCERNING THE UNDERLYING (FX Linked Notes only)
Not Applicable
9 DISTRIBUTION
(i) Method of distribution: Non-syndicated
(ii) If syndicated: Not Applicable
(iii) If non-syndicated, name Crédit Agricole Corporate
and address of Dealer and Investment Bank
9 Quai du Président Paul
Doumer
92920 Paris-La-Défense
Cedex
France
(iv) Indication of the overall Not Applicable
amount of the underwriting
commission and of the placing
commission:
(v) US Selling Restrictions Reg. S Compliance Category
(Categories of potential investors 2; TEFRA D
to which the Notes are offered):
10 OPERATIONAL INFORMATION
(i) ISIN Code: XS1223084564
(ii) Temporary ISIN: Not Applicable
(iii) Common Code: 122308456
(iv) VALOREN Code: CH27956386
(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) Notes intended to be No
held in a manner which would Whilst the designation is
allow Eurosystem eligibility: specified as "no" at the date
of these Final Terms, should
the Eurosystem eligibility
criteria be amended in the
future such that the Notes
are capable of meeting them,
the Notes may then be deposited
with one of the ICSDs as common
safekeeper). Note that this
does not necessarily mean
that the Notes will then be
recognised as eligible collateral
for Eurosystem monetary policy
and intra day credit operations
by the Eurosystem at any time
during their life. Such recognition
will depend upon the ECB being
satisfied that Eurosystem
eligibility criteria have
been met.
11 TERMS AND CONDITIONS OF THE OFFER
Not Applicable
ANNEX A - SUMMARY
Section A - Introduction and Warnings
A.1 Introduction This summary should be read as an introduction
and warnings to the Base Prospectus. Any decision to invest
in Notes 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 Notes.
------------------ --------------------------------------------------------
A.2 Consent for Not Applicable
use of Base
Prospectus
in subsequent
resale or
final placement,
indication
of offer
period and
conditions
to consent
for subsequent
resale or
final placement
and warning
--------------------------------------------------------
Section B - Issuer
B.1 Legal and Crédit Agricole CIB Financial Solutions (Crédit
commercial Agricole CIB FS or the Issuer)
name of the
Issuer
---------------------- ----------------------------------------------------------------------------------------------------------
B.2 Domicile Crédit Agricole CIB FS is a limited liability
and legal company incorporated in France as a "société
form of the anonyme" and having its domicile in France. As
issuer, legislation a French corporation having limited liability,
under which Crédit Agricole CIB FS is subject to Articles
the Issuer L.225-1 and following of Book 2 of the Code de
operates commerce of France. As a financial institution,
and country Crédit Agricole CIB is subject to Articles
of incorporation L.511-1 and following and L.531-1 and following
of Issuer of the Code monétaire et financier of France.
B.4b Known trends Known trends affecting the Issuer and the Crédit
affecting Agricole CIB group of companies (the Group) and
Issuer and the industries in which the Issuer and Group operate
Issuer's include:
industries * the continuing evolution of the global economic
environment;
* the recommendation by the European Banking Authority
to reach a Core Tier 1 of at least 9% under Basel 2.5
starting 30 June 2012;
* the on-going international discussion relating to the
harmonisation of accounting standards;
* changes to compensation practices
* the functioning of the OTC derivative markets
monitored by the Financial Stability Council; and
* the introduction of a tax on financial transactions
in France in 2012.
B.5 Description Please refer to Elements B.14 and B.16.
of group The Group includes Crédit Agricole CIB FS
and Issuer's which is a consolidated subsidiary of Crédit
position Agricole CIB. Crédit Agricole CIB FS has no
within the subsidiaries.
group
---------------------- ----------------------------------------------------------------------------------------------------------
B.9 Profit forecast Not Applicable. Crédit Agricole CIB FS does
or estimate not make profit forecasts or estimates.
---------------------- ----------------------------------------------------------------------------------------------------------
B.10 Qualifications Not Applicable. There were no qualifications in
in audit the audit report on historical financial information
report on for Crédit Agricole CIB FS.
historical
financial
information
---------------------- ----------------------------------------------------------------------------------------------------------
B.12 Selected There has been no significant change in the financial
key financial or trading position of Crédit Agricole CIB
information FS and no material adverse change in its prospects
and no material since 31 December 2013.
adverse change Crédit Agricole CIB FS selected financial
and no significant information
change statements
----------------------
Euros 31/12/2012 31/12/2013
----------------------
Total Balance Sheet 1,464,389,378 1,113,605,844
Share capital 225,000 225,000
Result carried forward (26,336) (25,207)
Net result 1,128 543]
B.13 Recent events Not Applicable. There have been no recent events
materially that are materially relevant to the evaluation
relevant of the solvency of Crédit Agricole CIB FS.
to evaluation
of Issuer's
solvency
---------------------- ----------------------------------------------------------------------------------------------------------
B.14 Dependency Please refer to Elements B.5 and B.16.
of Issuer Crédit Agricole CIB FS is dependent on Crédit
on other Agricole CIB.
entities
within the
group
---------------------- ----------------------------------------------------------------------------------------------------------
B.15 Description Crédit Agricole CIB FS carries on business
of Issuer's as a finance company, issuing warrants, notes and
principal other financial instruments.
activities
---------------------- ----------------------------------------------------------------------------------------------------------
B.16 Description Crédit Agricole CIB is the immediate parent
of whether company of Crédit Agricole CIB FS with a 100
the Issuer per cent. stake and therefore controls Crédit
is directly Agricole CIB FS.
----------------------------------------------------------------------------------------------------------
or indirectly
owned or
controlled
and by whom
and nature
of such control
----------------------------------------------------------- -------- -------------------------------- ---------------------------------
B.17 Credit ratings Not applicable Crédit Agricole CIB FS does
assigned not have ratings.
to the issuer
or its debt
securities
at the request
or with the
cooperation
of the issuer
in the rating
process
---------------------- ----------------------------------------------------------------------------------------------------------
B.18 A description The payment of all amounts due in relation to Notes
of the nature are irrevocably and unconditionally guaranteed
and scope by Crédit Agricole CIB pursuant to a guarantee
of the guarantee dated 25 June 2014 (the Guarantee).
---------------------- ----------------------------------------------------------------------------------------------------------
B.19 Section B Please see the Elements below regarding Crédit
information Agricole CIB, as Guarantor.
about guarantor
as if it
were issuer
of the same
type of security
that is the
subject of
the guarantee.
Therefore
provide such
information
as required
for a summary
for the relevant
annex.
----------------------------------------------------------- ---------------------------------------------------------------------------------
B.19/B.1 Legal and Crédit Agricole Corporate And Investment Bank
commercial (Crédit Agricole CIB or the Guarantor)
name of the
guarantor
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/B.2 Domicile Crédit Agricole CIB is a limited liability
and legal company incorporated in France as a "société
form of the anonyme" and having its domicile in France. As
guarantor, a French corporation having limited liability,
legislation Crédit Agricole CIB is subject to Articles
under which L.225-1 and following of Book 2 of the Code de
the guarantor commerce of France. As a financial institution,
operates Crédit Agricole CIB is subject to Articles
and country L.511-1 and following and L.531-1 and following
of incorporation of the Code monétaire et financier of France.
of guarantor
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Known trends Known trends affecting the Issuer and the Crédit
B.4b affecting Agricole CIB group of companies (the Group) and
guarantor the industries in which the Issuer and Group operate
and guarantor's include:
industries * the continuing evolution of the global economic
environment;
* the recommendation by the European Banking Authority
to reach a Core Tier 1 of at least 9% under Basel 2.5
starting 30 June 2012;
* the on-going international discussion relating to the
harmonisation of accounting standards;
* changes to compensation practices
* the functioning of the OTC derivative markets
monitored by the Financial Stability Council; and
* the introduction of a tax on financial transactions
in France in 2012.
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Description Please refer to Elements B.19/B.14 and B.19/B.16.
B.5 of group Crédit Agricole CIB is directly owned by Crédit
and guarantor's Agricole S.A., the listed entity of the Crédit
position Agricole S.A. group (the Crédit Agricole S.A.
within the group). Crédit Agricole CIB is the parent
group company of the Group Crédit Agricole CIB (the
Group). The Group is the corporate and investment
banking arm of the Crédit Agricole S.A. group.
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Profit forecast Not Applicable. Crédit Agricole CIB does not
B.9 or estimate make profit forecasts or estimates.
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Qualifications Not Applicable. There were no qualifications in
B.10 in audit the audit report on historical financial information
report on for Crédit Agricole CIB.
historical
financial
information
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/B.12 Selected The following table shows Crédit Agricole
key financial CIB's selected key financial information as at
information and for the period ending 31 December 2014: Euros millions 31/12/2014 31/12/2013*
and no material
adverse change Total Balance Sheet 644,097 589,363
and no significant
change statements (a) Fund for general --- ---
banking risks
(b) Minority interests 97 110
(c) Shareholders equity
(Group
Share) and shareholder
advances 16,012 15,303
Total (a) + (b) + (c) 16,109 15,413
------------------------- ----------- ------------
Net income for year 1,061 587
Net banking income 4,352 3,755
Gross operating income 1,572 975
Group Share 1,049 565
Minority interests 12 22
(*) Data restated for the change in accounting
policy related to new consolidation standards
and to IFRS 5.
----------------------
B.19/ Recent events 1/ Sale of Newedge: The sale of 50% of Newedge
B.13 materially to Société Générale was completed
relevant on 6 May 2014. The loss resulting from the fair
to evaluation value measurement of the assets held for sale was
of guarantor's recorded in 2013 financial year for an amount of
solvency -EUR162 million. In 2014, the completion of the
sale generated no significant impact on Crédit
Agricole CIB's financial statements.
2/ Comprehensive Assessment: asset quality review
and stress tests of European banks by the European
Central Bank: As part of the implementation of
the European Single Supervisory Mechanism (SSM),
Crédit Agricole Group was involved in the
asset quality review exercises (AQR) and forward-looking
stress tests of the 130 largest European banks.
These exercises, carried out by the European Central
Bank (ECB), were based on the financial statements
at 31 December 2013. The ECB's conclusions were
published on 26 October 2014. The assessment was
performed under the current EU Capital Requirements
Regulation and Directive (CRR/CRD IV). It was aimed
at strengthening banks' balance sheets, enhancing
transparency and building confidence. The review
provided the ECB with substantial information on
the banks that fall under its direct supervision
and furthers its efforts to create a level playing
field for supervision. The results of the stress
tests and asset quality review for Crédit
Agricole S.A. group are available on the websites
of the ACPR (https://acpr.banque-france.fr/international/les-grands-enjeux/stress-tests.html)
and ECB (http://www.ecb.europa.eu/ssm/assessment/html/index.en.html).
For Crédit Agricole Group, the asset quality
review covered all significant portfolios both
in France and abroad, and confirmed the robustness
of its financial structure. The stress tests found
that Crédit Agricole Group is able to absorb
severe stress without additional capital requirements;
the capital surplus compared with the threshold
defined by the ECB puts it in the top tier of eurozone
banks. The asset quality review performed by the
ECB was basically a regulatory exercise. However,
the Group has taken the appropriate decisions with
regard to the potential impact on the financial
statements, in accordance with current accounting
standards. The impacts are not material in terms
of amount and presentation of Crédit Agricole
S.A.'s and Crédit Agricole CIB's consolidated
financial statements.
----------------------
B.19/ Dependency Please refer to Elements B.19/B.5 and B.19/B.16.
B.14 of guarantor Crédit Agricole CIB is dependent on the performance
on other of its subsidiaries and affiliates.
entities
within the
group
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Description The principal activities of Crédit Agricole
B.15 of guarantor's CIB are mainly:
principal Financing: The financing business combines structured
activities 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 and brokerage,
as well as investment banking.
Private banking : The private banking business
provides individual investors with a worldwide
comprehensive wealth management service range.
Discontinuing operations : The "discontinuing
operations" perimeter has been set up during Crédit
Agricole CIB's refocusing and development plan
it adopted in the autumn of 2008. It encompasses
the operations which were the most impacted by
the crisis. Since the new organisation of Crédit
Agricole CIB was established in the third quarter
of 2012, following the adjustment plan, discontinuing
activities now include the correlation business,
the CDO, CLO and ABS portfolios, the equity derivatives
excluding corporates and convertibles, the exotic
rate derivatives and the impaired portfolios of
residential underlyings.
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Description Crédit Agricole S.A. is the immediate parent
B.16 of whether company of Crédit Agricole CIB with a 97.33
the guarantor per cent. stake.
is directly
or indirectly
owned or
controlled
and by whom
and nature
of such control
---------------------- ----------------------------------------------------------------------------------------------------------
B.19/ Credit ratings The current ratings for Crédit Agricole CIB
B.17 assigned are as follows: Rating Agency Short Term Senior Long
to the guarantor Debt Term Debt
or its debt Fitch Ratings Limited F1 A
securities (Fitch)
at the request Moody's Investor Services Prime-1 A2
or with the Ltd (Moody's)
cooperation Standard & Poor's Rating A-1 A]
of the guarantor Services, a division
in the rating of Standard & Poor's
process 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.
---------------------- ----------------------------------------------------------------------------------------------------------
Section C - Securities
C.1 Type and Type :
class of The notes (Notes) are issued by the Issuer with
Securities the amount (if any) payable as interest being linked
being offered to an index (a Linked Interest Note) and the amount
payable on redemption being linked to an index (a
Linked Redemption Note). The Notes may also be referred
to as Index Linked Notes.
Identification Code :
The Notes will be uniquely identified by the ISIN
Code XS1223084564 and the Common Code 122308456.
----------------- ---------------------------------------------------------------------------------------------------------------------
C.2 Currency The Notes will be denominated in Euro ("EUR"), interest
amounts (if any) will be payable in EUR and any
amount payable on redemption will be in EUR.
----------------- ---------------------------------------------------------------------------------------------------------------------
C.5 Description The free transfer of the Notes is subject to the
of restrictions selling restrictions of the United States, the European
on free Economic Area (including Austria, Belgium, Czech
transferability Republic, Denmark, Finland, France, Germany, Greece,
of the Hungary, Ireland, Italy, Principality of Liechtenstein,
Securities Luxembourg, the Netherlands, Norway, Poland, Portugal,
Romania, Slovakia, Spain, Sweden and the United
Kingdom), Australia, the Kingdom of Bahrain, Guernsey,
the Hong Kong Special Administrative Region of the
People's Republic of China, Israel, Japan, Mexico,
the Philippines, the People's Republic of China,
the Macau Special Administrative Region of the People's
Republic of China, the Russian Federation, the Kingdom
of Saudi Arabia, Singapore, the Republic of South
Africa, the Republic of Korea, Switzerland, the
Republic of China (Taiwan), the Republic of Turkey,
the United Arab Emirates, Brunei, the Republic of
Colombia, the Republic of Peru, the Republic of
Chile, the State of Qatar, the Sultanate of Oman,
the Arab Republic of Egypt, the Kingdom of Morocco
and the State of Libya.
Notes offered and sold outside the United States
to non-US persons in reliance on Regulation S under
the U.S. Securities Act of 1933 must comply with
selling restrictions.
Notes held in a clearing system must be transferred
in accordance with the rules, procedures and regulations
of that clearing system.
----------------- ---------------------------------------------------------------------------------------------------------------------
C.8 Description The Notes are issued in a series (a Series) having
of the rights terms and conditions relating to, amongst other
attaching matters, the following:
to the
Securities
including
ranking
and including
any limitations
to those
rights
Interest/Redemption:
The Notes entitle the holder (each, a Noteholder)
to the payment of interest as set out in more detail
below in Element C.10 and C.15 and entitle the holder
to receive a cash amount on the redemption date
as set out in more detail in Element C.15.
Redemption Method:
Unless previously redeemed or purchased and cancelled,
each Note will be finally redeemed by the Issuer,
in cash, at its Final Redemption Amount on 30 April
2021 (the Maturity Date).
The aggregate outstanding principal amount in respect
of the Notes is EUR 3,000,000.
The Final Redemption Amount will be calculated in
accordance with the Growth Redemption (the Redemption
Method).
The aggregate outstanding principal amount in respect
of early redeemed Notes (the Early Redemption Amount)
will be calculated in accordance with the Standard
Redemption.
The Redemption Unwind Costs reflect zero (0).
Standard Redemption means the Redemption Method
corresponding to the Early Redemption Amount. The
Early Redemption Amount applicable to the Notes
is calculated as (i) the Redemption Unwind Costs
subtracted from (ii) the Reference Price multiplied
by the Principal Amount.
Principal Amount means EUR 3,000,000.
Reference Price means 100%.
Growth Redemption means the Redemption Method corresponding
to the Final Redemption Amount is Growth Redemption.
The Final Redemption Amount applicable to the Notes
is calculated as (i) the Redemption Unwind Costs
subtracted from (ii) the result of the Reference
Price multiplied by the Redemption Payoff calculated
using Combination Redemption Payoff multiplied by
the Principal Amount.
The Early Redemption Amount applicable to the Notes
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
Principal Amount.
Principal Amount means EUR 3,000,000.
Reference Price means 100% of the Principal Amount.
Combination Redemption Payoff means Combination
Complex Digital Redemption.
For the purposes of Combination Complex Digital
Redemption, Standard Redemption Payoff means Standard
Fixed Redemption.
Standard Redemption Payoff means Standard Year on
Year Participation Redemption.
Options:
Not Applicable.
There are no Noteholder options in respect of the
Notes.
There are no Issuer options in respect of the Notes.
Early Redemption Triggers:
The Notes may be redeemed prior to their stated
maturity upon the occurrence of certain events and/or
at the option of the Issuer or Noteholders, 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 Notes 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 relevant
Early Redemption Date (being 29 April 2016, 31 October
2016, 28 April 2017, 30 October 2017, 30 April 2018,
30 October 2018, 30 April 2019; 30 October 2019,
30 April 2020, 30 October 2020 and 30 April 2021).
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: Knock-out Upper Limit(:) Lower Limit(:)
Observation
Date(s):
Index: 18 April 2016 Infinity 100% of the
EURO STOXX 17 October Index Level
50 (R) Index 2016 on the Trade
13 April 2017 Date.
16 October The Index
2017 Level on the
16 April 2018 Trade Date
16 October is 3,751.72.
2018
12 April 2019
16 October
2019
16 April 2020
16 October
2020
16 April 2021
--------------- --------------- ---------------
Secured Notes:
Not applicable. The Notes are not secured.
Payoff Features:
The Notes have a feature which affects the way interest
is calculated (an Interest Payoff or Linked Interest),
as set out below:
Payoff Features which may apply to interest amounts
Memory Option Interest Switch Payoff Feature: Memory
Option Interest Switch Payoff Feature is applicable.
The interest amount payable on an interest payment
date shall be equal to, if the Unadjusted Interest
Amount payable in respect of an interest period
calculated in accordance with the Linked Interest
and applicable conditions, prior to application
of the Memory Option Interest Switch Payoff Feature
is (i) greater than 0, then at the Unadjusted Interest
Amount payable in respect of the relevant interest
period calculated using the Linked Interest plus
the Unadjusted Interest Amount payable (if any)
of previous consecutive interest periods for which
no interest amount was paid, or (ii) less than or
equal to 0, then 0.
Linked Interest: Standard Fixed Digital Interest
Events of Default:
Following the occurrence of one or more of the following
events:
1. default in the payment of any principal or interest
due on the Notes 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 Notes will become due and payable upon notice
being given by the Noteholder.
Ranking (status):
The Notes constitute direct, unsubordinated and
unsecured obligations of the Issuer.
Limitations:
Redemption for FATCA Withholding :
The Issuer may redeem any or all FATCA Affected
Notes and, in circumstances where the Issuer elects
not to redeem a FATCA Affected Note, the holder
of such FATCA Affected Note can subsequently request
the Issuer to redeem such FATCA Affected Note. The
Notes will be redeemed at the Fair Market Value
Redemption Amount together (if appropriate) with
interest accrued to (but excluding) the date of
redemption.
The Fair Market Value Redemption Amount in respect
of a Note will be equal to the fair market value
of the Note as at (or about) the date of early redemption,
taking into account, without limitation, the deduction
of the Hedge Amount but disregarding 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 Notes (whether by the
Issuer, the Guarantor or indirectly through an affiliate).
The Fair Market Value Redemption Amount shall not
be a negative number).
A FATCA Affected Note means a Note 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 Notes at the expense and risk
of the holder of any Notes 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 Notes.
Redemption for Illegality and Force Majeure:
The Issuer has the right to terminate the Notes
in the case of illegality or force majeure.
Additional Disruption Events:
Upon the occurrence of an additional disruption
event, the Notes may be subject to adjustment or
may be early redeemed at the Fair Market Redemption
Amount or redeemed at an amount determined by the
calculation agent representing the fair market value
of each Note taking into account the additional
disruption event less the cost to the Issuer and/or
its affiliates of unwinding any underlying related
hedging arrangements (the Calculated Additional
Disruption Amount) plus accrued interest, at a rate
determined by the calculation agent, from and including
the date the Calculated Additional Disruption Amount
is determined by the calculation agent to but excluding
the maturity date of the Notes.
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.
The Fair Market Value Redemption Amount in respect
of a Note will be equal to the fair market value
of the Note as at (or about) the date of early redemption,
taking into account, without limitation, the deduction
of the Hedge Amount but disregarding 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 Notes (whether by the
Issuer, the Guarantor or indirectly through an affiliate).
Market Disruption Events:
With respect to EURO STOXX 50 (R) Index (the Underlying),
upon the occurrence of a disrupted day 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 Notes 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
Notes:
If any other event, other than a disrupted day and
an additional disruption event, occurs which the
calculation agent determines, acting in good faith,
has a material effect on the Notes, the Notes may
be subject to adjustment or may be early redeemed
at the Fair Market Value Redemption Amount.
The Fair Market Value Redemption Amount in respect
of a Note will be equal to the fair market value
of the Note as at (or about) the date of early redemption,
taking into account, without limitation, the deduction
of the Hedge Amount but disregarding 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 Notes (whether by the
Issuer, the Guarantor or indirectly through an affiliate).
The Fair Market Value Redemption Amount shall not
be a negative number.
Withholding tax:
All payments of principal and interest by or on
behalf of the Issuer or the Guarantor in respect
of the Notes 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 or Guernsey 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 not be liable for any taxes or duties
of whatever nature imposed or levied by such laws,
regulations, directives or agreements.
The Issuer or, as the case may be, the Guarantor
will, to the fullest extent permitted by French
law, pay such additional amounts as shall be necessary
in order that the net amounts received by the Noteholders
after withholding or deduction shall equal the respective
amounts of principal and interest which would otherwise
have been receivable, in the absence of such withholding
or deduction, subject to certain conditions.
Meetings:
The terms of the Notes contain provisions for calling
meetings of holders of the Notes 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 majority.
Governing Law:
The Notes are governed by English law.
----------------- ---------------------------------------------------------------------------------------------------------------------
C.9 Interest, Please also refer to Element C.8.
maturity Linked Interest Notes: The Notes are Linked Interest
and redemption Notes that are Index Linked Notes. The Linked Interest
provisions, Notes will bear interest on the basis of the Linked
yield and Interest (as set out in more detail in C.10).
representation The Interest Determination Dates for the Notes and
of the the Interest Payment Dates for the Notes are as
security-holders described below: Interest Determination Relevant Interest
Date Payment Date
16 October 2015 30 October 2015
------------------
18 April 2016 29 April 2016
------------------
17 October 2016 31 October 2016
------------------
13 April 2017 28 April 2017
------------------
16 October 2017 30 October 2017
------------------
16 April 2018 30 April 2018
------------------
16 October 2018 30 October 2018
------------------
12 April 2019 30 April 2019
------------------
16 October 2019 30 October 2019
------------------
16 April 2020 30 April 2020
------------------
16 October 2020 30 October 2020
------------------
16 April 2021 30 April 2021
------------------
The Interest Periods for the Notes are as defined
in the General Conditions.
The Interest Period Dates for the Notes are Not
Applicable.
The Calculation Agent for the Notes is Crédit
Agricole CIB.
Redemption:
The Notes are scheduled to redeem on 30 April 2021
by payment of the Issuer of the Final Redemption
Amount.
Representation of Noteholders:
There is no trustee or any other representative
of Noteholders.
----------------- ---------------------------------------------------------------------------------------------------------------------
C.1 Derivative Linked Interest Notes: The Notes are Linked Interest
0 component Notes, they will bear interest on the basis of the
in interest Linked Interest Rate which is calculated in accordance
payments with the below and expressed as a percentage, where,
the Underlying Value reflects the price, level or
rate of the Underlying (being EURO STOXX 50 (R)
Index)
An interest amount calculated in accordance with
an Interest Payoff is a Linked Interest Amount)
Standard Fixed Digital Interest: The Linked Interest
applicable to an Interest Accrual period for Notes
for which Standard Fixed Digital Interest is applicable
in respect of such Interest Accrual Period shall
be calculated as follows:
* if the Underlying Value is within the Range(3) on the
relevant Interest Observation Date, Fixed Rate(1) ;
or
* otherwise, Fixed Rate(2) .
Fixed Rate(1:) 2.55% for Interest Periods from and
including the Interest Commencement Date up to but
excluding 16 October 2019. 4.85% for Interest Periods
from and including 16 October 2019 up to but excluding
the Maturity Date.
Fixed Rate(2:) 0.00%
Range (3) : means that on the relevant Interest
Observation Date the Underlying Value is greater
than or equal to the Lower Limit and lower than
the Upper Limit
Lower limit: 70% of the Index Level on the Initial
Underlying Observation Date. For the avoidance of
doubt, the Index Level on the Initial Underlying
Observation Date is 3,751.72.Upper Limit: Infinity
----------------- ---------------------------------------------------------------------------------------------------------------------
C.1 An indication Application has been made by the Issuer (or on its
1 as to whether behalf) for the Notes to be admitted to trading
the securities on the London Stock Exchange's regulated market
offered with effect from or as practicable after the Issue
are or will Date
be the object Distribution:
of an The Notes will not be offered to the public.
application
for admission
to trading
----------------- ---------------------------------------------------------------------------------------------------------------------
C.1 Description Linked Interest Notes: The Notes are Linked Interest
5 of how the Notes, they will bear interest on the basis of the
value of Linked Interest Rate which is calculated in accordance
your investment with the below and expressed as a percentage, where,
is affected the Underlying Value reflects the price, level or
by the value rate of the Underlying (being EURO STOXX 50 (R)
of the Index)
underlying An interest amount calculated in accordance with
assets an Interest Payoff is a Linked Interest Amount).
See Element C.10 for further information on Standard
Fixed Digital Interest.
Linked Redemption Notes:
The amount payable on redemption on the Maturity
Date will be on the basis of the Redemption Payoff
which is calculated in accordance with Combination
Complex Digital 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 16 April
2021.
Underlying: EURO STOXX 50 (R) Index
Combination Complex Digital Redemption: The Notes
are Combination Complex Digital Redemption Notes.
The Redemption Payoff applicable to the Notes is
calculated on the Redemption Determination Date
as either (a) if the Underlying Value is within
the Range(3) on each relevant Redemption Observation
Date, the Redemption Payoff calculated using Standard
Redemption Payoff(1) ; or otherwise, the Redemption
Payoff calculated using Standard Redemption Payoff(2)
.
Standard Redemption Payoff(1) : Standard Fixed Redemption
Standard Redemption Payoff(2) : Standard Year on
Year Participation.
Standard Fixed Redemption: The Notes are also Standard
Fixed Redemption Notes. The Redemption Payoff calculated
using Standard Redemption Payoff(1) is calculated
as equal to the Fixed Percentage.
Fixed Percentage: 100%
Standard Year on Year Participation Redemption:
The Notes are also Standard Year on Year Participation
Redemption Notes.
The Redemption Payoff applicable to the Notes calculated
using Standard Redemption Payoff(2) for the purposes
of Combination Complex Digital Redemption is calculated
on the Redemption Determination Date as the result
of Underlying Value on the Final Underlying Observation
Date divided by Underlying Value on the Initial
Underlying Observation Date. Underlying: Redemption Initial Final
Determination Underlying Underlying
Date: Observation Observation
Date: Date:
EURO 16 April The 16 April
STOXX 2021 Trade 2021
50 (R) Date
Index (i.e.
16 April
2015)
--------------- ------------- -------------
Knock-out Early Redemption Trigger: The Underlying
Value may also affect when the Notes redeem as
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
Notes at the amount determined in accordance with
the relevant Redemption Method (the Early Redemption
Amount) with accrued interest, if any, on the Early
Redemption Date (being 29 April 2016, 31 October
2016, 28 April 2017, 30 October 2017, 30 April
2018, 30 October 2018, 30 April 2019, 30 October
2019, 30 April 2020, 30 October 2020 and 30 April
2021).
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: Knock-out Observation Upper Limit: Lower Limit:
Date:
EURO 18 April 2016 Infinity 100% of
STOXX 17 October 2016 the Index
50 (R) 13 April 2017 Level on
Index 16 October 2017 the Initial
16 April 2018 Underlying
16 October 2018 Observation
16 April 2019 Date
16 October 2019
16 April 2020
16 October 2020
16 April 2021
---------------------- ------------- -------------
C.1 The expiration Subject to compliance with all relevant laws, regulations
6 or maturity and directives, the final redemption date of the
date of Notes is 30 April 2021.
derivative
Securities
- the exercise
date or
final reference
date.
C.1 Settlement The Notes will be cash settled on 30 April 2015.
7 procedure Notes will be delivered on 30 April 2015 against
payment of the issue price of the Notes.
The Notes 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 The value of an underlying will affect whether
8 on return the Notes redeem early and, the amount paid on
on Securities the redemption as set out in more detail in Element
C.8 and C.15.
------------------- -------------------------------------------------------------------------------------------------------------------
C.1 Final reference The final value of the underlying is calculated
9 price of by looking at the price, level or rate of the underlying
underlying (without regard to any currency of denomination
asset of such price, level or rate, as the case may be)
at the relevant time on the Redemption Determination
Date (being 16 April 2021), as calculated by the
calculation agent.
------------------- -------------------------------------------------------------------------------------------------------------------
C.2 Type of The Underlying is an index.
0 underlying Information relating to it can be foundat
asset Bloomberg Ticket SX5E
------------------- -------------------------------------------------------------------------------------------------------------------
C.2 Indication Not The Notes are admitted to trading on the London
1 of the market Stock Exchange's regulated market.
where the
securities
will be
traded and
for which
prospectus
has been
published.
------------------- -------------------------------------------------------------------------------------------------------------------
Section D - Risks
D.2 Key risk factors The following are key risk factors related to the
relating to Issuer, its operations, industry and its structure
the Issuer that may affect the Issuers' ability to fulfil
its obligations under the Notes issued under the
Programme:
* risk management;
* credit risk;
* liquidity risk;
* interest rate risk; and
* foreign currency risk.
----------------- -------------------------------------------------------------
D.3 Key risk factors The Notes involve a high degree of risk. Investors
relating to should recognise that their Notes may mature worthless
the Securities and should be prepared to sustain a total loss
of the purchase price of their Notes. This risk
reflects the nature of a Note 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 Notes and
should reach an investment decision only after
careful consideration, with their advisers, of
the suitability of such Notes in light of their
particular financial circumstances.
Early redemption
Certain events or circumstances may lead to the
Notes being redeemed prior to their scheduled maturity
date. In such circumstances, Noteholders may not
be able to reinvest the redemption proceeds so
as to receive the return they might receive on
the Notes.
Potential losses arising on redemption
Investors should be aware that the Early Redemption
Amount or Final Redemption Amount may be less than
the principal amount of the Notes. The Redemption
Method applicable to the Final Redemption Amount
may be different to the Redemption Method applicable
to the Early Redemption Amount.
Ranking of the Notes
The Notes 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 Notes
is relying upon the creditworthiness of the Issuer
and the Guarantor and has no rights under the Conditions
against any other person.
Payments in a specified currency
The Issuer will pay principal and interest on the
Notes 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.
Conflicts of interest
Certain potential conflicts of interest exist or
may arise between Noteholders and certain other
parties which have the potential to adversely affect
Noteholders.
Compounding of risks
Various risks relating to the Notes may be correlated
or compounded and such correlation and/or compounding
may result in increased volatility in the value
of the Notes and/or in increased losses for Noteholders.
Legal and tax risks
Certain risks arise as a result of applicable law
(including applicable tax law) which have the potential
to adversely affect Noteholders.
Trading Notes in the 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 very liquid. Therefore,
investors may not be able to sell their Notes 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 Notes. The ratings may not reflect the potential
impact of all the risks and other factors that
may affect the value of the Notes. A reduction
in the rating, if any, accorded to the Notes, or
of the outstanding debt securities of the Issuer
or the Guarantor could result in a reduction in
the trading value of the Notes.
The capital invested in the Notes is at risk. Consequently,
the amount a prospective investor may receive on
redemption of its Notes may be less than the amount
invested by it and may be zero (0).
D.6 Risk warning The Notes involve a high degree of risk. Investors
that investors should recognise that their Notes may mature worthless
may lose value and should be prepared to sustain a total loss
of entire of the purchase price of their Notes. This risk
investment reflects the nature of a Note 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 Notes and
should reach an investment decision only after
careful consideration, with their advisers, of
the suitability of such Notes in light of their
particular financial circumstances.
Early redemption
Certain events or circumstances may lead to the
Notes being redeemed prior to their scheduled maturity
date. In such circumstances, Noteholders may not
be able to reinvest the redemption proceeds so
as to receive the return they might receive on
the Notes.
Potential losses arising on redemption
Investors should be aware that the Early Redemption
Amount or Final Redemption Amount may be less than
the principal amount of the Notes. 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 Notes are 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 Notes may be volatile;
(ii) movements in the Underlying(s) may adversely
affect the amount of principal and interest to
be paid on the Notes and may also affect the market
value of the Notes;
(iii) they may receive no interest;
(iv) payment of principal or interest may occur
at a different time or in a different currency
than expected;
(v) the amount of principal to be repaid may be
less than the stated nominal amount of the Notes
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 Notes in
conjunction with a multiplier greater than one
or contains some other leverage factor, the effect
of changes in the Underlying on principal 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.
Structured payments
The Notes are structured such that the amounts
payable in respect of interest and principal are
subject to the application of multipliers or leverage
or other similar factors, or a combination of those
features or other similar related features and
to a cap and a floor. The market value of the Notes
may therefore be even more volatile than those
for securities that do not include those features.
Small changes in the value of the Underlying may
have disproportionate consequences on the Interest
Amounts and Redemption Payoff paid in respect of
the Notes.
The effect of a cap or floor, or a combination
thereof, may mean that the investor will not fully
participate in any positive performance of the
Underlying(s) and any payments in respect of the
Notes will be lower than they would have been without
a cap, floor or combination thereof, as the case
may be.
Amounts payable determined by reference to a formula
Amounts payable in respect of the Notes are determined
by reference to formulae, as described in the Elements
above. The Notes 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 Notes
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 Notes
The Notes 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 Notes
is relying upon the creditworthiness of the Issuer
and the Guarantor and has no rights under the Conditions
against any other person.
Payments in a specified currency
The Issuer will pay principal and interest on the
Notes 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.
Conflicts of interest
Certain potential conflicts of interest exist or
may arise between Noteholders and certain other
parties which have the potential to adversely affect
Noteholders.
Compounding of risks
Various risks relating to the Notes may be correlated
or compounded and such correlation and/or compounding
may result in increased volatility in the value
of the Notes and/or in increased losses for Noteholders.
Legal and tax risks
Certain risks arise as a result of applicable law
(including applicable tax law) which have the potential
to adversely affect Noteholders.
Trading Notes in the 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 very liquid.
Therefore, investors may not be able to sell their
Notes 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 Notes. The ratings may not reflect the potential
impact of all the risks and other factors that
may affect the value of the Notes. A reduction
in the rating, if any, accorded to the Notes, or
of the outstanding debt securities of the Issuer
or the Guarantor could result in a reduction in
the trading value of the Notes.
The capital invested in the Notes is at risk. Consequently,
the amount a prospective investor may receive on
redemption of its Notes may be less than the amount
invested by it and may be zero (0).
Section E - Other
E.2b Reasons for Not Applicable. The reasons for the offer and the
offer and net proceeds of the issue are for making profit
use of proceeds and hedging certain risks.
when different
from making
profit and/or
hedging certain
risks
-------------------- ----------------------------------------------------------
E.3 Terms and Not Applicable. The Notes are not offered to the
conditions public.
of offer
E.4 Interest material Not Applicable. So far as the Issuer is aware,
to issue including no person involved in the offer of the Notes has
conflicting an interest material to the offer, including conflicting
interests interests.
E.7 Estimated Not Applicable. There are no expenses charged to
expenses charged the investor by the Issuer
to investor
-------------------- ----------------------------------------------------------
ANNEX B
(This Annex B forms part of the Final Terms to which it is
attached)
INDEX SPONSOR DISCLAIMER
STOXX and its licensors (the "Licensors") have no relationship
to Crédit Agricole CIB, other than the licensing of the EURO STOXX
50(R) and the related trademarks for use in connection with the
products.
STOXX and its Licensors do not:
n Sponsor, endorse, sell or promote the products.
n Recommend that any person invest in the products or any other
securities.
n Have any responsibility or liability for or make any decisions
about the timing, amount or pricing of products.
n Have any responsibility or liability for the administration,
management or marketing of the products.
n Consider the needs of the products or the owners of the
products in determining, composing or calculating the EURO STOXX
50(R) index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection
with the products. Specifically,
-- STOXX and its Licensors do not make any warranty, express
or implied and disclaim any and all warranty about:
-- The results to be obtained by the products, the owner of
the products or any other person in connection with the use
of the EURO STOXX 50(R) index and the data included in the
EURO STOXX 50(R) index;
-- The accuracy or completeness of the EURO STOXX 50(R) index
and its data;
-- The merchantability and the fitness for a particular purpose
or use of the EURO STOXX 50(R) index and its data;
-- STOXX and its Licensors will have no liability for any
errors, omissions or interruptions in the EURO STOXX 50(R)
index or its data;
-- Under no circumstances will STOXX or its Licensors be liable
for any lost profits or indirect, punitive, special or consequential
damages or losses, even if STOXX or its Licensors knows that
they might occur.
The licensing agreement between the Crédit Agricole CIB
and STOXX is solely for their benefit and not for the benefit
of the owners of the products or any other third parties.
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
IODSSDFLUESSEEL
(END) Dow Jones Newswires
April 09, 2020 10:29 ET (14:29 GMT)
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