TIDM94YB
RNS Number : 0450S
Credit Agricole Corp & Inv Bank
03 July 2020
NOTICE TO HOLDERS OF SECURITIES
3 July 2020
Issue of up to GBP 4,000,000 Preference Share Linked Notes due
June 2027
issued by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (the "Issuer")
Legal entity identifier (LEI): 969500HUHIE5GG515X42
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
pursuant to the EUR50,000,000,000 Structured Debt Instruments
Issuance Programme
ISIN: XS2053772716
Series: 4781
(the "Securities")
Reference is made to:
(1) the b ase prospectus relating to the Programme dated 7 May
2020 as supplemented from time to time (the "Base Prospectus");
and
(2) the Final Terms in respect of the Securities dated 22 May
2020 (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 Securityholders, 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
MiFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of each
manufacturer's product approval process, the target market
assessment in respect of the Securities, taking into account the
five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority (ESMA)
on 5 February 2018, has led to the conclusion that: (i) the target
market for the Securities is eligible counterparties, professional
clients and retail clients, each as defined in Directive 2014/65/EU
(as amended, MiFID II); (ii) all channels for distribution to
eligible counterparties and professional clients are appropriate;
and (iii) the following channels for distribution of the Securities
to retail clients are appropriate - investment advice and portfolio
management, subject to the suitability and appropriateness
obligations of the Distributor (as defined below) under MiFID II,
as applicable. Any person subsequently offering, selling or
recommending the Securities (a Distributor) should take into
consideration the manufacturers' target market assessment; however,
a Distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Securities (by
either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels,
subject to the Distributor's suitability and appropriateness
obligations under MiFID II, as applicable.
PRIIPs Regulation - PROHIBITION OF SALES TO EEA AND UK 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) or in the United Kingdom (UK)
without an updated key information document required by Regulation
(EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering
or selling the Securities or otherwise making them available to
retail investors in the EEA or in the UK. 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 (EU) 2016/97, 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 Regulation (EU)
2017/1129, as amended (the Prospectus Regulation).
FINAL TERMS DATED 22 MAY 2020
as amended and restated on 3 July 2020
Issue of up to GBP 4,000,000 Preference Share Linked Notes due
June 2027
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
Legal entity identifier (LEI): 969500HUHIE5GG515X42
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 the Prospectus Regulation and
must be read in conjunction with the Base Prospectus dated 7 May
2020 (the Base Prospectus) in order to obtain all the relevant
information. A summary of the issue of the Securities is annexed to
these Final Terms. The Base Prospectus is available for viewing
during normal business hours at the registered office of Crédit
Agricole CIB and on its website (www.ca-cib.com). In addition, the
Base Prospectus and these Final Terms are available for viewing on
the London Stock Exchange website (
https://www.londonstockexchange.com ).
1. (a) Series Number: 4781
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities become fungible: Not Applicable
2. Specified Currency: Pound Sterling (GBP)
3. Aggregate Nominal Amount:
(a) Series: Up to GBP 4,000,000
(b) Tranche: Up to GBP 4,000,000
4. Issue Price: 100 per cent. of the Aggregate Nominal Amount
5. (a) Specified Denominations: GBP 1,000 and integral multiples of GBP 1 in excess
thereof up to and including GBP 1,999
(b) Minimum Trading Size: GBP 1,000 in aggregate nominal amount
(c) Calculation Amount: GBP 1
6. (a) Issue Date: 10 Business Days following the Preference Share
Underlying Initial Observation Date and scheduled
to fall on 3 July 2020
(b) Trade Date(s): 7 May 2020
(c) Interest Commencement Date: Not Applicable
7. Redemption Date: Five (5) Business Days following the Preference Share
Underlying Final Observation Date and
scheduled to fall on 28 June 2027, subject to the
provisions of Annex 11 (Preference Share
Linked Conditions) and paragraph "Preference Share
Linked Securities" of these Final Terms
and subject to any early redemption date.
8. Type of Notes:
(a) Interest: Not Applicable
(b) Redemption: Preference Share Linked Security
(Further particulars specified below in "PROVISIONS
RELATING TO REDEMPTION")
(c) U.S. Securities: Not Applicable
(d) Other: Not Applicable
(e) Additional U.S. Regulatory Disclosure: Not Applicable
9. Date Board approval for issuance of Securities and Authorisation given by the Board of Directors of the
English Guarantee obtained: Issuer dated 11 June 2019, as amended
by the Board of Directors of the Issuer dated 25
November 2019
10. Method of distribution: Non-syndicated
11. Asset Conditions: Not Applicable
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: 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 Not Applicable
Date(s):
19. Redemption Method:
(a) Early Redemption Amount Not Applicable
for the purposes of General See the provisions of Annex
Condition 6.2 (Early Redemption 11 (Preference Share Linked
Trigger Events) determined Conditions) and paragraph "Preference
in accordance with: Share Linked Securities" of
these Final Terms
(b) Final Redemption Amount Applicable (as specified in
for the purposes of General Condition 6.1(c))
Condition 6.1 (Redemption
by Instalments and Final
Redemption) determined
in accordance with:
(c) Fair Market Value Applicable, subject to the
Redemption Amount: provisions of Annex 11 (Preference
Share Linked Conditions) and
paragraph 23(h) below
(i) Hedge Amount Not Applicable
(ii) Fair Market Value Not Applicable
Redemption Amount Percentage:
(d) Instalment Redemption Not Applicable
Amount determined in accordance
with:
(e) Physical Settlement: Not Applicable
(f) Clean-up Call Option Not Applicable
(General 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. Preference Share Linked Applicable in accordance with
Securities: Annex 11
(a) Preference Share: Class 006
(b) Preference Share Underlying: FTSE 100 Index
(c) Information: The Terms of the Preference
Shares are available for inspection
at the following website and/or
address: www.documentation.ca-cib.com
and on written request to the
Distributor.
The Preference Share Value
will be published at the following
price source: Bloomberg page
"XS2053772716 Corp<GO>"
(d) Redemption Date: Please see item 7 above.
(e) Preference Share Underlying 21 June 2027
Final Observation Date:
(f) Auto-call Redemption Five (5) Business Days following
Date: the relevant Preference Share
Underlying Early Observation
Date on which the Preference
Share Early Redemption Event
has occurred
(g) Preference Share Underlying 21 June 2021
Early Observation Date: 20 June 2022
19 June 2023
19 June 2024
19 June 2025
19 June 2026
(h) Fair Market Value As specified in Preference
Redemption Amount: Share Linked Condition 1.4(b)
(i) Extraordinary Events: Applicable
(j) Additional Disruption Applicable
Event:
24. Linked Redemption Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
25. Payoff Features: Not Applicable
26. PROVISIONS RELATING TO THE UNDERLYNG(S) IF ANY
Not Applicable
PROVISIONS APPLICABLE TO SECURED SECURITIES
27. Secured Security Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
28. (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 Applicable
Certificates in New Global Note form (NGN
Certificates):
29. Business Day Convention for the purposes of "Payment Following Payment Business Day
Business Day" election in accordance
with General Condition 5.6 (Payment Business Day):
30. Additional Financial Centre(s): London
31. Additional Business Centre(s): Not Applicable
32. Talons for future Coupons or Receipts to be attached No
to Definitive Bearer Securities and dates
on which such Talons mature:
33. Redenomination (for the purposes of General Condition Not Applicable
3.1):
34. (a) Redemption for tax reasons (General Condition 6.3 Not Applicable
(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 of Applicable
Default)):
(f) Illegality and Force Majeure (General Condition Applicable
19.1 (Illegality and Force Majeure)):
35. Gross Up (General Condition 8.2 (Gross Up)): Not Applicable
36. Calculation Agent: Crédit Agricole Corporate and Investment Bank
37. Delivery Agent (Credit Linked Securities, Bond Linked Not Applicable
Securities, ETF Linked Securities subject
to physical delivery or Share Linked Securities
subject to physical delivery):
38. Governing Law: English Law
39. Essential Trigger: Not Applicable
40. Business Day Convention: Following Business Day Convention
41. Benchmark Provisions:
(a) Relevant Benchmark: Applicable as per the relevant Additional Conditions
applicable to the Securities.
(b) Specified Public Source: As per the definition in the Definitions Condition
(c) Additional Relevant Rate Benchmark: Not Applicable
(d) Impacted Index: Not Applicable
(e) Close of Business: Not Applicable
OPERATIONAL INFORMATION
42. 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
(a) Listing and admission Application is expected to
to trading: be made by the Issuer (or
on its behalf) for the Securities
to be admitted to trading
on the London Stock Exchange's
regulated market with effect
from the Issue Date and to
be listed on the Official
List of the London Stock Exchange.
2. RATINGS
Ratings: The Securities to be issued
have not been rated
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save as discussed in the Base Prospectus and save for
any fees payable to the Dealer, and any distributor
in connection with the issue of Securities, 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 AND ESTIMATED NET PROCEEDS AND
TOTAL EXPENSES
(a) Reasons for the offer: General corporate purposes
- See "Use of Proceeds" wording
in Base Prospectus
(b) Estimated net proceeds: Issue Price x Aggregate Nominal
Amount less distribution commissions
mentioned in paragraphs 3
and 6(d) of this Part B
(c) Estimated total expenses: GBP 375 plus EUR 500 including
listing costs and excluding
regulatory fees where applicable
5. PERFORMANCE OF PREFERENCE SHARE UNDERLYING AND OTHER
INFORMATION CONCERNING THE PREFERENCE SHARE UNDERLYING
Preference Share Underlying: FTSE 100 Index
Where past and future The performance of the Preference
performance Shares, and accordingly the
and volatility of the Preference Share Linked Securities,
Preference is linked to the performance
Share Underlying can be of the Preference Share Underlying,
found: information relating to which
can be obtained from, but
not free of charge:
Bloomberg Screen: UKX Index
6. DISTRIBUTION
(a) Method of distribution: Non-syndicated
(b) If syndicated: Not Applicable
(c) If non-syndicated, name The following Dealer is procuring
and address of Dealer: subscribers for the Securities:
Crédit Agricole Corporate
and Investment Bank of 12,
Place des États-Unis,
CS 70052, 92547 Montrouge
Cedex, France
(d) Indication of the overall The Distributor (as defined
amount of the underwriting in paragraph 9 of this Part
commission and of the placing B) will receive a distribution
commission: commission embedded in the
Issue Price of the Notes equal
to a maximum amount of 1.50
per cent. of the Aggregate
Nominal Amount
(e) U.S. Selling Restrictions: To a Permitted Transferee
outside the United States
in accordance with Regulation
S
Securities in Bearer Form
- TEFRA D
(f) Prohibition of Sales Not Applicable
to EEA and UK Retail Investors:
(g) Prohibition of Sales Applicable
to Belgian Consumers:
(h) Prohibition of Offer Applicable
to Private Clients in Switzerland:
(i) U.S. Dividend Equivalent The Securities are not subject
Withholding: to withholding under the Section
871(m) Regulations.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2053772716
(b) Temporary ISIN: Not Applicable
(c) Common Code: 205377271
(d) VALOREN Code: Not Applicable
(e) Other applicable security Not Applicable
identification number:
(f) Relevant clearing system(s) Not Applicable
other than Euroclear Bank
SA/NV and Clearstream Banking,
S.A. and the relevant identification
number(s):
(g) Delivery: Delivery against payment
(h) Names and addresses Not Applicable
of additional Paying Agent(s)
(if any):
(i) Securities intended No
to be held in a manner which Whilst the designation is
would allow Eurosystem eligibility: specified as "no" at the
date of this Pricing Supplement,
should the Eurosystem eligibility
criteria be amended in the
future such that the Securities
are capable of meeting them,
the Securities may then be
deposited with one of the
ICSDs as common safekeeper)
(and registered in the name
of a nominee of one of the
ICSDs acting as common safekeeper.
Note that this does not necessarily
mean that the Securities will
then be recognized as eligible
collateral for Eurosystem
monetary policy and intraday
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.
8. EU BENCHMARK REGULATION
EU Benchmark Regulation: Amounts payable under the
Article 29(2) statement Securities are calculated
on benchmarks: by reference to Preference
Shares that, in turn, reference
the FTSE 100 Index, which
is provided by FTSE International
Limited.
As at the date of these Final
Terms, FTSE International
Limited is 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)
(the Benchmarks Regulation).
9. TERMS AND CONDITIONS OF THE OFFER
Offer Price: Issue Price
Conditions to which the The offer of the Notes is
offer is subject: conditional on their issue.
The Issuer reserves the right,
in its absolute discretion,
to cancel the offer and the
issue of the Notes at any
time prior to the Issue Date.
The Issuer shall publish a
notice on its website
(http://www.documentation.ca-cib.
com/IssuanceProgram)
in the event that the offer
is cancelled and the Notes
are not issued pursuant to
the above.
For the avoidance of doubt,
if any application has been
made by a potential investor
and the Issuer exercises its
right to cancel the offer,
such potential investor shall
not be entitled to receive
any Notes.
Total amount of the securities The total amount of the securities
offered to the public/admitted offered to the public is up
to trading; if the amount to GBP 4,000,000.
is not fixed, an indication The definitive amount of the
of the maximum amount of offer will be published on
the securities to be offered the website of the Issuer
(if available) and a description (http://www.documentation.ca-cib.com/Is
of the arrangements and suanceProgram)
time for announcing to the on or around the Issue Date.
public the definitive amount
of the offer:
The time period, including Prospective investors may
any possible amendments, apply to subscribe for Notes
during which the offer will during the Offer Period.
be open and description The Offer Period may be shortened
of the application process: or extended at any time and
for any reason. In such case,
the Issuer shall give notice
to the investors as soon as
practicable before the end
of the Offer Period by means
of a notice published on its
website
(http://www.documentation.ca-cib.
com/IssuanceProgram).
Applications for the Notes
can be made during the Offer
Period through the Distributor.
The applications can be made
in accordance with the
Distributor
usual procedures. Prospective
investors will not be required
to enter into any contractual
arrangements directly with
the Issuer or the Dealer related
to the subscription for the
Notes.
A prospective investor should
contact the Distributor prior
to the end of the Offer Period.
A prospective investor will
subscribe for Notes in accordance
with the arrangements agreed
with the Distributor relating
to the subscription of securities
generally.
There are no pre-identified
allotment criteria. The
Distributor
will adopt allotment criteria
that ensure equal treatment
of prospective investors.
All of the Notes requested
through the Distributor during
the Offer Period will be as
otherwise specified herein.
Description of the possibility Not Applicable.
to reduce subscriptions
and manner for refunding
amounts paid in excess by
applicants:
Details of the minimum and/or There is no maximum amount
maximum amount of the application of application.
(whether in number of securities Minimum amount of application
or aggregate amount to invest): is GBP 1,000.
Details of the method and The Notes will be available
time limits for paying up on a delivery versus payment
and delivering the Securities: basis.
The Notes offered to investors
will be issued on the Issue
Date against payment by the
Distributor, via the Dealer,
to the Issuer of the gross
subscription moneys. Each
such investor will be notified
by the Distributor of the
settlement arrangements in
respect of the Notes at the
time of such investor's
application.
The Issuer estimates that
the Notes will be delivered
to the investor's respective
book-entry securities account
on or around the Issue Date.
A full description of the Publication on the website
manner in and date on which of the Issuer
results of the offer are (http://www.documentation.ca-cib.com/Is
to be made public: suanceProgram)
on or around the Issue Date
Procedure for exercise of Not Applicable
any right of pre-emption,
negotiability of subscription
rights and treatment of
subscription rights not
exercised:
The various categories of The Notes are offered to the
potential investors to which public to eligible counterparties,
the securities are offered: professional client and retail
investors
Whether a tranche has been Not Applicable
or is being reserved for
certain countries, indicate
any such tranche:
Process for notifying applicants Applicants will be notified
of the amount allotted and directly by the Distributor
an indication whether dealing of the success of their application.
may begin before notification Dealing in the Notes may commence
is made: on the Issue Date.
Indication of the amount Responsibility for any tax
of any expenses and taxes implications of investing
charged to the subscriber in these Notes rests entirely
or purchaser: with the subscriber or purchaser.
For the Offer Price which
includes the fees payable
upfront to the Distributor
see above "Offer Price".
In the case of admission Not Applicable
to trading on a regulated
market, the name and address
of the entities which have
a firm commitment to act
as intermediaries in secondary
trading, providing liquidity
through bid and offer rates
and description of the main
terms of their commitments:
Non-Exempt Offer Consent Applicable. An offer of the
of the Issuer to use the Securities may be made by
Base Prospectus during the the Dealer and
Offer Period: (i) the Distributor (the Initial
Authorised Offeror) and
(ii) any additional financial
intermediaries who have or
obtain the Issuer's specific
consent to use the Base Prospectus
in connection with the Non-exempt
Offer and who are identified
on the website
https://www.documentation.ca-cib.com/Pu
blicFinalTerm?region=EU
(the Additional Authorised
Offeror) and
(iii) any additional financial
intermediaries who have or
obtain the issuer's general
consent to use the Base Prospectus
in connection with the Non-exempt
Offer and who publish on its
website or on the website
of the Initial Authorised
Offeror (if any) that it is
using this Base Prospectus
for such Non-exempt Offer
in accordance with the consent
of the relevant Issuer and
that it accepts the Authorised
Offeror Terms set out in the
Base Prospectus relating to
the use of the consent and
the other conditions set out
below (the General Authorised
Offeror)
(together, the Authorised
Offerors) other than pursuant
to Articles 1(4) and/or 3(2)
of the Prospectus Regulation
in United Kingdom (the Non-exempt
Offer Jurisdiction) during
the period from 22 May 2020
until 19 June 2020 (included)
(the Offer Period).
Conditions attached to the General Consent
consent of the relevant and
Issuer to use the Base Prospectus: Specific Consent
Authorised Offeror(s): Applicable
The Issuer has appointed the
following distributor (the
Distributor) for the purposes
of distribution of the Notes
in the United Kingdom:
Meteor Asset Management Limited,
55 King William Street, London
EC4R 9AD ; and
Any additional financial intermediary
appointed by the Issuer and
as identified on the website
https://www.documentation.ca-cib.com/Pu
blicFinalTerm?region=EU
(the Additional Authorised
Offeror); and
Any additional financial intermediary
which satisfies the conditions
set out under "Retail Cascades"
in the Base Prospectus and
the section "Other conditions
to consent" below (the General
Authorised Offeror).
Other conditions to consent: Not Applicable
PART C - INDEX SPONSOR DISCLAIMER
FTSE 100 INDEX
The Preference Shares are not in any way sponsored, endorsed,
sold or promoted by FTSE International Limited (FTSE) or the London
Stock Exchange Group companies (LSEG) (together the Licensor
Parties) and none of the Licensor Parties make any claim,
prediction, warranty or representation whatsoever, expressly or
impliedly, either as to (i) the results to be obtained from the use
of the FTSE 100 Index (the Index) (upon which the Notes are based),
(ii) the figure at which the Index is said to stand at any
particular time on any particular day or otherwise, or (iii) the
suitability of the Index for the purpose to which it is being put
in connection with the Notes. None of the Licensor Parties have
provided or will provide any financial or investment advice or
recommendation in relation to the Index to the Issuer or to its
clients. The Index is calculated by FTSE or its agent. None of the
Licensor Parties shall be (a) liable (whether in negligence or
otherwise) to any person for any error in the Index or (b) under
any obligation to advise any person of any error therein. All
rights in the Index vest in FTSE. "FTSE(R)" is a trade mark of LSEG
and is used by FTSE under licence.
ANNEX - ISSUE SPECIFIC SUMMARY
1. INTRODUCTION AND DISCLAIMERS
Crédit Agricole CIB Financial Solutions (Crédit Agricole CIB FS
or the Issuer) is a société anonyme with a board of directors whose
registered office is located at 12, place des États-Unis, CS 70052,
92 547 Montrouge Cedex, France.
The debt securities (the "Notes") issued by the Issuer are
structured Notes whose return depends on the performance of an
index. The Notes are identified by the ISIN Code XS2053772716.
This document constitutes the Summary to the Final Terms dated
22 May 2020 in respect of the Notes described herein for the
purpose of Regulation (EU) 2017/1129, as amended (the Prospectus
Regulation) and must be read in conjunction with:
- the Base Prospectus approved on 7 May 2020 by the CSSF in
Luxembourg, 283 route d'Arlon L-1150 Luxembourg, email:
direction@cssf.lu , as competent authority under the Prospectus
Regulation and, completed by
- the Final Terms dated 22 May 2020 (the Final Terms),
which together constitute a prospectus for the purposes of the
Prospectus Regulation containing the necessary information
concerning the issuer and the securities offered to the public or
to be admitted to trading on a regulated market.
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 the Base Prospectus and the Final Terms.
Warning to the reader
This summary should be read as an introduction to the Final
Terms. Any decision to invest in the Notes should be based on a
thorough review of the Base Prospectus as a whole, including any
documents incorporated by reference thereto, any supplement from
time to time and the Final Terms, by the investor.
An investor may lose all or part of the capital invested in the
Notes issued by the Issuer. Where an action relating to the
information contained in the Base Prospectus is brought before a
court, the plaintiff investor may, under national law, be required
to bear the costs of translation of the Base Prospectus before the
commencement of the legal proceedings.
Civil liability will only be sought from the persons who filed
the Summary, including any translation thereof, but only if the
contents of the Summary are found to be misleading, inaccurate or
inconsistent when read together with other parts of the Base
Prospectus and the Final Terms or if it does not provide, when read
together with the other parts of the Base Prospectus and the Final
Terms, key information to assist investors when considering
investing in such Notes.
2. KEY INFORMATION ABOUT THE ISSUER
2.1 Who is the issuer of the securities?
Crédit Agricole CIB FS is limited liability company incorporated
on 30 December 2003 under the laws of the Republic of France as a
"société anonyme" governed by a board of directors registered at
the Registre du Commerce et des Société de Nanterre under the
reference SIRET 45142804900014 and having its registered office is
located at 12, place des États-Unis, CS 70052, 92 547 Montrouge
Cedex, France. Its legal entity identifier (LEI) is
969500HUHIE5GG515X42.
In its capacity as a French limited liability company, Crédit
Agricole CIB FS is subject to Articles L.223-1 et seq. of Book II
of the French Commercial Code.
A. Principal activities
Crédit Agricole CIB FS pursues the activity of a financial
company, issuing warrants, securities and other financial
instruments.
B. Organisational Structure / Major shareholders
Crédit Agricole Corporate and Investment Bank (Crédit Agricole
CIB) and its consolidated subsidiaries taken as a whole (the Crédit
Agricole Group) includes Crédit Agricole CIB FS, which is a
consolidated subsidiary of Crédit Agricole CIB. Crédit Agricole CIB
FS has no subsidiaries.Crédit Agricole CIB, société anonyme
incorporated in France, is the immediate parent company of Crédit
Agricole CIB FS with 99.64 per cent. shares and therefore controls
Crédit Agricole CIB FS.
C. Key executives
The Chairman and Chief Executive Officer of the Issuer is
Emmanuel BAPT.
D. Statutory Auditors
The statutory auditor of the Issuer is PricewaterhouseCoopers
Audit, 63 rue de Villiers, 92200 Neuilly sur Seine, France, which
is a member of the Compagnie régionale des commissaires aux comptes
de Versailles.
The deputy statutory auditor of the Issuer is Jean-Baptiste
Deschryver, 63 rue de Villiers, 92200 Neuilly sur Seine,
France.
2.2 What is the key financial information concerning the
Issuer?
The following tables show selected key financial information
(within the meaning of Commission Delegated Regulation (UE)
2019/979) of the Issuer for the financial years ended December 31,
2019 and December 31, 2018:
A. Income Statement of the Issuer
31/12/2018 (audited) 31/12/2019 (audited)
Operating profit/loss or another similar
measure of financial performance used
by the issuer in the financial statements 51,867 182,710
==================== ====================
B. Balance sheet of the Issuer
31/12/2018 31/12/2019
(audited) (audited)
Net financial debt (long term debt
plus short term debt minus cash) 7,265,741,432 7 245 695 722
============== ==============
Current ratio (current assets/current Not Applicable Not Applicable
liabilities)
============== ==============
Debt to equity ratio (total liabilities/total
shareholder equity) 39,021 36,464
============== ==============
Interest cover ratio (operating income/interest Not Applicable Not Applicable
expense)
============== ==============
C. Cash flow statement of the Issuer
31/12/2018 31/12/2019
(audited) (audited)
Net Cash flows from operating activities 2,070,749,950 19,910,969
============== ==============
Net Cash flows from financing activities 2,070,546,916 (20,045,709)
============== ==============
Net Cash flow from investing activities Not Applicable Not Applicable
============== ==============
D. Qualifications in the audit report
The audit reports do not contain any qualifications with respect
to Crédit Agricole CIB FS' historical financial information.
2.3 What are the issuer's specific risks?
The following risks have been identified as being significant
and specific to the Issuer and of a nature, should they
materialise, to have a significant negative impact on its business
activity, its financial position and its access to various sources
of financing:
1) Crédit Agricole CIB FS could suffer losses if a resolution
procedure were to be initiated or if the Group's financial
situation were to deteriorate significantly.
2) Crédit Agricole CIB FS is highly dependent on Crédit Agricole
CIB, its parent company. In addition, Crédit Agricole CIB FS bears
a credit risk on Crédit Agricole CIB which is the sole counterparty
for Crédit Agricole CIB FS' financial transactions.
3. KEY INFORMATION ON THE SECURITIES
3.1 What are the main characteristics of securities?
A. General
The Notes issued by the Issuer are structured Notes whose return
depends on the performance of preference shares class 006 issued by
Broadwalk Investments Limited (the Preference Shares). The
Preference Share Underlying is FTSE 100 Index and the Preference
Share Value will be published at the following price source:
Bloomberg page XS2053772716 Corp<GO>. The Notes will be
identified by the ISIN Code XS2053772716.
The maximum nominal amount of the Notes offered is currency,
represented by Notes with a notional amount of GBP 1,000 and
integral multiples of GBP 1 in excess thereof up to and including
GBP 1,999 (the Notional Amount). The issue price is 100% of the
aggregate nominal amount of the Notes.
The minimum trading size is GBP 1,000 in aggregate nominal
amount.
The Notes are denominated in Pound Sterling (GBP) (the Specified
Currency) and, redemption amount payable will be in Specified
Currency.
The Notes will be issued ten (10) Business Days following the
Preference Share Underlying Initial Observation Date and scheduled
to fall on 3 July 2020 (the Issue Date) in the form of new global
notes - bearer securities. The Maturity Date of the Notes is
scheduled to fall on 28 June 2027.
The Notes are governed by English Law.
B. Ratings
Not applicable, the Notes have not been rated.
C. Description of the rights, ranking and restrictions attached to the Notes
The Notes constitute direct, unsubordinated and guaranteed
obligations of the Issuer and rank and will rank pari passu among
themselves and (subject to certain exceptions established by law)
equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer, present or
future.
No periodic coupons is paid on the Notes.
D. Redemption:
- If a Preference Share Early Redemption Event has occurred:
Upon the occurrence of a Preference Share Early Redemption
Event, the Notes shall be redeemed at the Auto-call Redemption
Amount (as defined below) five (5) Business Days following the
relevant Preference Share Underlying Early Observation Date (as set
out in the table below) on which the Preference Share Early
Redemption Event has occurred.
Period Preference Share
Underlying Early
Observation Date
1 21 June 2021
------------------
2 20 June 2022
------------------
3 19 June 2023
------------------
4 19 June 2024
------------------
5 19 June 2025
------------------
6 19 June 2026
------------------
- If no Preference Share Early Redemption Event has
occurred:
Provided that the Notes have not been early redeemed, the Notes
will be redeemed at the Final Redemption Amount (as defined below)
five (5) Business Days following the Preference Share Underlying
Final Observation Date and scheduled to fall on 28 June 2027 (the
Maturity Date).
Auto-call Redemption Amount / Final Redemption Amount:
The investor will receive a cash settlement amount per Note in
the Specified Currency equal to the following Auto-call Redemption
Amount / Final Redemption Amount: Notional Amount x (Preference
Share Final / Preference Share Initial)
E. Other redemption events:
During the life of the Notes, they may also be redeemed at their
fair market value:
-- at the hand of the Issuer, following an event of illegality
or an event of force majeure or for regulatory or compulsory
resales; or
-- in the hand of the holders, in the event of an event of
default or in the event of a FATCA withholding tax case.
The Issuer may at any time redeem Notes on or off the stock
exchange at any price agreed with the seller(s), subject to
applicable laws and regulations.
3.2 Where will the securities be traded?
The Notes are expected to be admitted to trading on the Issue
Date on the London Stock Exchange, a regulated market within the
meaning of Directive 2014/65/EU of the European Parliament and of
the Council of 15 May 2014, as amended.
3.3 Are the securities covered by a guarantee?
The issue of the Notes is subject to an independent first demand
guarantee granted by Crédit Agricole Corporate and Investment Bank
(the Guarantor) in respect of any amount that may be claimed by the
holders in respect of the Notes, up to a maximum amount of EUR
55,000,000 (fifty-five million euros) (the Guarantee). The
Guarantor is the immediate parent company of the Issuer, in which
it holds a 99.64% interest and consequently controls the Issuer.
Crédit Agricole CIB's legal entity identifier (LEI) is
1VUV7VQFKUOQSJ21A208.
The following table shows selected key financial information of
the Guarantor as at and for the one-year periods ending 31 December
2018 and 31 December 2019:
The following tables show selected key financial information
(within the meaning of Commission Delegated Regulation (EU)
2019/979) of the Guarantor for the financial years ending 31
December 2019 and 31 December 2018:
A. Income statement of the Guarantor
31/12/2018 31/12/2019
(audited) (audited)
Net interest income (or equivalent) 6,125 6,984
===================================== ============= ===========
Net fee and commission income 1,581 1,547
===================================== ============= ===========
Net impairment loss on financial
assets 2,753 -
===================================== ============= ===========
Net trading income 1,774 1,832
===================================== ============= ===========
Measure of financial performance
used by the issuer in the financial
statements such as operating profit 1,955 2,037
===================================== ============= ===========
Net profit or loss (for consolidated
financial statements net profit
or loss attributable to equity
holders of the parent) 1,485 1,572
===================================== ============= ===========
B. Balance sheet of the Guarantor
31/12/2018 31/12/2019 Value as outcome
from the most recent
Supervisory Review
and Evaluation
Process ('SREP')
(audited) (audited) (unaudited)
------------------------
Total assets 511,702 552,743 -
============================ ============= ============= ------------------------
Senior debt 51,541 57,291 -
============================ ============= ============= ------------------------
Subordinated debt 4,959 4,982 -
============================ ============= ============= ------------------------
Loans and receivables
from customers
(net) 134,302 143,864 -
============================ ============= ============= ------------------------
Deposits from customers 123,510 133,352 -
============================ ============= ============= ------------------------
Total equity 20,426 22,147 -
============================ ============= ============= ------------------------
Non performing
loans (based on
net carrying amount)/Loans
and receivables) 1.2% 1.11% -
============================ ============= ============= ------------------------
Common Equity Tier
1 capital (CET1)
ratio or other
relevant prudential
capital adequacy
ratio depending
on the issuance 11.5% 12.1% 12.1%
============================ ============= ============= ------------------------
Total Capital Ratio 17.3% 18.6% 18.6%
============================ ============= ============= ========================
Leverage Ratio
calculated under
applicable regulatory
framework 3.4% 3.56% 3.6 %
============================ ============= ============= ========================
The audit reports do not contain any qualifications with respect
to Crédit Agricole CIB's historical financial information.
C. Principal risk factors related to the guarantor
Crédit Agricole CIB is mainly exposed to the following
categories of risks in the conduct of its business:
1) Credit and counterparty risks, which include the Guarantor's
credit risk, the Guarantor's counterparty risk in connection with
its market activities or the Guarantor's credit risk in connection
with its securitization transactions on behalf of clients;
2) Financial risks, which include liquidity risk, market risk,
foreign exchange risk, risk of holding equities, issuer's risk and
global interest rate risk.
3) Operational risks and associated risks, which include fraud,
human resource risks, legal and reputational risks, compliance
risks, tax risks, information systems risks, providing of
inappropriate financial services (conduct risk), risks of failure
of business processes including credit processes, or the use of a
model (model risk), as well as potential financial consequences
related to the management of reputational risk.
3.4 What are the main risks specific to securities?
There are risk factors which are material for the purpose of
assessing the risks related to the Notes, including the
following:
1) The trading price of the Notes may fall in value as rapidly
as it may rise and Noteholders may sustain a total loss of their
investment;
2) The 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. Illiquidity may have an adverse effect on the market
value of the Notes.
3) The implementation in France of the EU Bank Recovery and
Resolution Directive could materially affect the rights of the
Noteholders, the price or value of their investment in the Notes
and/or the ability of the Guarantor to satisfy its obligations
under the Notes;
4) French insolvency law could have an adverse impact on
Noteholders seeking repayment in the event that the Issuer, the
Guarantor or its subsidiaries were to become insolvent and could
have a material adverse effect on the market value of the
Notes;
5) The risk relating to the unsecured nature of the Notes and
the Guarantee, the absence of negative pledge and debt restrictions
with respect to the Issuer and the Guarantor, all of which could
have an adverse effect on the market value of the Notes;
6) The risks associated with the provisions of Regulation (EU)
2016/1011 (the "Benchmarks Regulation"), which may have an adverse
effect on the performance of the Underlying or lead to its
disappearance and as a consequence, could have an adverse effect on
the value or liquidity of, and return on, the Notes;
7) The optional redemption feature of the Notes might negatively
affect the market value of the Notes. The Noteholders may not
receive the total amount of the capital invested;
8) The Auto-call Redemption Amount and the Final Redemption
Amount of the Notes are dependent upon changes in the market value
of the Preference Share Underlying, which could adversely affect
the market value of the Notes;
9) An investment in the Notes does not confer any legal or
beneficial interest in the Preference Shares or any Preference
Share Underlying or any voting rights, right to receive dividends
or other rights that a holder of the Preference Shares or any
Preference Share Underlying may have. Potential losses in value of
the Notes cannot be compensated by other income;
10) The Notes are not principal protected and investors are
exposed to the performance of the Preference Shares which are in
turn exposed to the performance of the Preference Share Underlying;
accordingly they risk losing all or a part of their investment if
the value of the Preference Shares does not move in a positive
direction .
4. KEY INFORMATION ON THE PUBLIC OFFER OF SECURITIES AND/OR
ADMISSION TO TRADING ON A REGULATED MARKET
4.1 Under what conditions and according to what timetable can I
invest in this security?
There is no maximum amount of application.
The Notes are expected to be admitted to trading on the London
Stock Exchange regulated market on the Issue Date.
The Notes will be offered to eligible counterparties,
professional clients and retail investors during an open period
from 22 May 2020 to 19 June 2020 (included) (the Offer Period),
subject to (i) the Notes being admitted to trading, if applicable,
and (ii) an early closure of the Offer Period in the Issuer's sole
and absolute discretion depending on market conditions, as
specified below.
Prospective investors may apply to subscribe for Notes during
the Offer Period. The Offer Period may be shortened or extended at
any time and for any reason. In such case, the Issuer shall give
notice to the investors as soon as practicable before the end of
the Offer Period by means of a notice published on its website (
http://www.documentation.ca-cib.com/IssuanceProgram ).
Applications for the Notes can be made during the Offer Period
through the Distributor (as defined below). The applications can be
made in accordance with the Distributor's usual procedures.
Prospective investors will not be required to enter into any
contractual arrangements directly with the Issuer or the Dealer (as
defined below) related to the subscription for the Notes.
A prospective investor will subscribe for Notes in accordance
with the arrangements agreed with the Distributor relating to the
subscription of securities generally.
The Notes will be available on a delivery versus payment basis.
The Notes offered to investors will be issued on the Issue Date
against payment by the Distributor, via the Dealer, to the Issuer
of the gross subscription moneys. Each such investor will be
notified by the Distributor of the settlement arrangements in
respect of the Notes at the time of such investor's
application.
The Issuer estimates that the Notes will be delivered to the
investor's respective book-entry securities account on or around
the Issue Date. Applicants will be notified directly by the
Distributor of the success of their application. Dealing in the
Notes may commence on the Issue Date.
If the subscription for a Note occurs after the closing of the
offering, the order will be automatically cancelled and the
subscription proceeds will be returned to the relevant investor in
accordance with the instructions communicated to Crédit Agricole
CIB at the time of the subscription request. Subscription requests
for Notes will be received within the limit of the number of Notes
available. Subscription orders for Notes may be reduced in the
event of oversubscription and any excess proceeds will be returned
by Crédit Agricole CIB to the investor.
The minimum subscription amount for the Notes must be at least
equal to the Notional Amount of a Note. There is no maximum
subscription amount for Notes. Securities are offered at a price
corresponding to 100,00 per cent. of of the aggregate nominal
amount of the Notes .
There is no pre-emptive right to subscribe the Notes for the
benefit of any category of persons.
The final amount of the offering will be notified by the Issuer
to each investor via its website (
https://www.documentation.ca-cib.com/IssuanceProgram ) on or around
the Issue Date.
Estimate of the total expenses: GBP 375 plus EUR 500 including
listing costs and excluding regulatory fees where applicable.
No expenses will be charged to the investors.
4.2 Who is the offeror?
(i) Crédit Agricole CIB (the Dealer) and (ii) Meteor Asset
Management Limited, 55 King William Street, London EC4R 9AD (the
Distributor), (iii) any additional financial intermediary appointed
by the Issuer and as identified on the website at
https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU ,
(iv) any financial intermediaries stating on its website that it
uses the prospectus in accordance with the conditions set out under
"Retail Cascades" in the Base Prospectus (together the Authorised
Offerors) may offer the Notes.
4.3 Why is this prospectus being prepared?
A. Net Proceeds and Use of Proceeds
The net proceeds from the issue of the Notes of up to GBP
4,000,000 will be used for the general financing needs of the
Issuer.
B. Subscription Agreement:
Not applicable: the offer is not the subject of a subscription
agreement.
C. Conflicts of interest:
The Guarantor is also the calculation agent; as a result,
conflicts of interest may exist between the calculation agent and
the holders of Notes, in particular with respect to certain
determinations and determinations that the calculation agent may
make pursuant to the Terms and which may affect amounts due under
the Notes.
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
IODSSUFMDESSESW
(END) Dow Jones Newswires
July 03, 2020 12:12 ET (16:12 GMT)
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