PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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 the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market assessment - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Final Terms dated 26 August 2022
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 100,000,000 1.375 per cent. Senior Non Preferred Notes due 28 May 2029 (to be consolidated and form a single series with the Issuer's EUR 1,350,000,000 1.375 per cent.
Senior Non Preferred Notes due 28 May 2029)
ISIN Code: FR0013422011
under the
Euro Medium Term Note Programme
(the Programme)
PART A- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the sections entitled "Terms and Conditions of the French Law Notes in the Base Prospectus dated 5 July 2018 and the Supplements to it published and approved on or before the date of these Final Terms (copies of which are available as described below) (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate) which are incorporated by reference in the Base Prospectus dated 1 July 2022. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in conjunction with the Base Prospectus dated 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers ("AMF") on 1 July 2022 and any Supplements thereto to obtain all the relevant information, which together constitute a base prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"), including the Conditions incorporated by reference in the Base Prospectus, in order to obtain all the relevant information. A summary of the Notes is annexed to these Final Terms.The Base Prospectus and any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing at BNP Paribas 16,boulevard des Italiens 75009 Paris,
France and www.invest.bnpparibas.com and https://rates- globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and copies may be obtained free of charge at the specified office of the Principal Paying Agent.
1. | Issuer: | BNP Paribas | |
2. | (i) | Trade Date: | 9 September 2022 |
(ii) | Series Number: | 19093 | |
(iii) | Tranche Number: | 2 | |
The Notes will be consolidated and form a single | |||
series with the EUR 1,350,000,000 1.375 per cent. | |||
Senior Non Preferred Notes due 28 May 2029 issued | |||
on 28 May 2019 (the "Existing Notes") as from the | |||
date of consolidation which is expected to be on or | |||
around forty (40) days after the Issue Date. | |||
3. | Specified Currency: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 1,450,000,000 | |
(ii) | Tranche: | EUR 100,000,000 | |
5. | Issue Price of Tranche: | 84.9734 per cent. of the Aggregate Nominal Amount | |
6. | Minimum Trading Size: | Not applicable | |
7. | (i) | Specified Denomination: | EUR 100,000 |
(ii) | Calculation Amount: | EUR 100,000 | |
8. | (i) | Issue Date: | 16 September 2022 |
(ii) | Interest Commencement | Issue Date | |
Date: | |||
9. | (i) | Maturity Date: | 28 May 2029 |
(ii) | Business Day Convention | Not applicable | |
for Maturity Date: | |||
10. | Form of Notes: | Bearer | |
11. | Interest Basis: | 1.375per cent. Fixed Rate per annum | |
(further particulars specified below) | |||
12. | Coupon Switch: | Not applicable | |
13. | Redemption/Payment Basis: | Redemption at par | |
14. | Change of Interest Basis or | Not applicable | |
Redemption/Payment Basis: | |||
15. | Put/Call Options: | Not applicable | |
16. | Exchange Rate: | Not applicable | |
17. | Status of the Notes: | Senior Non Preferred Notes | |
MREL/TLAC Criteria Event: Not applicable | |||
18. | Knock-in Event: | Not applicable | |
19. | Knock-out Event: | Not applicable | |
20. | Method of distribution: | Non-syndicated | |
21. | Hybrid Notes: | Not applicable | |
22. | Tax Gross-Up: | Condition 6(e) (No Gross-Up) of the Terms and | |
Conditions of the French Law Notes not applicable | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
23. | Interest: | Applicable | |
(i) | Interest Period(s): | As per Conditions | |
(ii) | Interest Period End | 28 May each year, from and including 28 May 2023 | |
Date(s): | to and including Maturity Date | ||
(iii) | Business Day Convention | Not applicable | |
for Interest Period End | |||
Date(s): | |||
(iv) | Interest Payment Date(s): | 28 May each year, from and including 28 May 2023 to | |
and including Maturity Date | |||
(v) | Business Day Convention | Following | |
for Interest Payment | |||
Date(s): | |||
(vi) | Party responsible for | Calculation Agent | |
calculating the Rate(s) of | |||
Interest and Interest | |||
Amount(s): | |||
(vii) | Margin(s): | Not applicable | |
(viii) | Minimum Interest Rate: | Not applicable | |
(ix) | Maximum Interest Rate: | Not applicable | |
(x) | Day Count Fraction: | Actual/Actual (ICMA), unadjusted |
(xi) | Determination Dates: | 28 May each year | |
(xii) | Accrual to Redemption: | Applicable | |
(xiii) | Rate of Interest: | Fixed Rate | |
(xiv) | Coupon Rate: | Not applicable | |
24. | Fixed Rate Provisions: | Applicable | |
(i) | Fixed Rate(s) of Interest: | 1.375per cent. per annum payable annually in arrear | |
on each Interest Payment Date | |||
(ii) | Fixed Coupon Amount(s): | EUR 1,375 per Calculation Amount | |
(iii) | Broken Amount(s): | Not applicable | |
(iv) | Resettable Notes: | Not applicable | |
25. | Resettable Notes: | Not applicable | |
26. | Floating Rate Provisions: | Not applicable | |
27. | Screen Rate Determination: | Not applicable | |
28. | ISDA Determination: | Not applicable | |
29. | FBF Determination: | Not applicable | |
30. | Zero Coupon Provisions: | Not applicable | |
31. | Index Linked Interest Provisions: | Not applicable | |
32. | Share Linked/ETI Share Linked | Not applicable | |
Interest Provisions: |
33. Inflation Linked Interest Provisions: Not applicable
34. | Commodity Linked Interest | Not applicable |
Provisions: | ||
35. | Fund Linked Interest Provisions: | Not applicable |
36. | ETI Linked Interest Provisions: | Not applicable |
37. | Foreign Exchange (FX) Rate | Not applicable |
Linked Interest Provisions: | ||
38. | Underlying Interest Rate Linked | Not applicable |
Interest Provisions: | ||
39. | Additional Business Centre(s) | TARGET2 |
(Condition 3(e) of the Terms and | ||
Conditions of the English Law | ||
Notes or Condition 3(e) of the | ||
Terms and Conditions of the | ||
French Law Notes, as the case | ||
may be): | ||
PROVISIONS RELATING TO REDEMPTION | ||
40. | Final Redemption: | Final Payout |
41. | Final Payout: | SPS Fixed Percentage Securities |
Constant Percentage 1 | ||
Where: |
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BNP Paribas SA published this content on 27 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2022 09:50:02 UTC.