FINAL TERMS FOR WARRANTS DATED June 9, 2022
BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas
(incorporated in France)
(as Guarantor)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
EUR 47,500,000 American Style Call Warrants
linked to ETI Shares of the BNP Paribas Easy EURO STOXX 50 UCITS ETF Capitalizing Share
ISIN: NLBNPFR167A7
under the Note, Warrant and Certificate Programme
of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding The Base Prospectus received approval no. 22-188 on 1 June 2022
BNP Paribas Arbitrage S.N.C.
(as Manager)
Any person making or intending to make an offer of Securities may only do so in circumstances in which no obligation arises for the Issuer, the Guarantor or any Manager to publish a prospectus pursuant to either of Article 3 of the Prospectus Regulation or Section 85 of the Financial Services and Markets Act 2000 or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 1 June 2022, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms for Exempt Securities (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (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 Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms for Exempt Securities relate) (the "Base Prospectus"). This document constitutes the Final Terms for Exempt Securities of Securities and must be read in conjunction with the Base Prospectus to obtain all the relevant information. A summary of the Securities is annexed to these Final Terms. The Base Prospectus and, any
Supplement(s) | to | the | Base | Prospectus | are | available | for | viewing | at | https://rates- |
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and copies may be obtained free of charge at the specified offices of the Security Agents.
References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.
These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "Security" shall be construed accordingly.
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SPECIFIC PROVISIONS FOR EACH SERIES
No. of | ||||||||||
Securities | No. of | Common | Mnemonic | Issue Price | Exercise | Exercise | Parity | |||
Series Number | issued / | ISIN Code | Call/Put | |||||||
Warrants | Code | Code | per | Price | Period | |||||
No. of | per Unit | Security | ||||||||
Securities | ||||||||||
Warrant@ | from and | To be | ||||||||
including June | determined | |||||||||
WT1528BAG | 5,000,000 | 1 | NLBNPFR167A7 | 249093556 | FF2CB | 9.50 | Call | Work | 24, 2024 to | on the |
Exercise | ||||||||||
and including | Hedging | |||||||||
Price | ||||||||||
June 23, 2032 | Date | |||||||||
GENERAL PROVISIONS
The following terms apply to each series of Securities:
1. | Issuer: | BNP Paribas Issuance B.V. | |
2. | Guarantor: | BNP Paribas | |
3. | Trade Date: | June 9, 2022 | |
4. | Issue Date: | June 9, 2022 | |
5. | Consolidation: | Not applicable | |
6. | Type of Securities: | (a) | Warrants |
- The Securities are ETI Securities The Warrants are American Style Warrants
Automatic Exercise does not apply | ||
The provisions of Annex 4 (Additional Terms and | ||
Conditions for ETI Securities) shall apply | ||
Warrant@Work Warrants Applicable: | ||
Option Hedging Date: June 22, 2022 | ||
Warrant Exercise Fee: 0.35 per cent of the Issue Price per | ||
Warrant | ||
Unwind costs: Not applicable | ||
7. | Form of Securities: | Dematerialised bearer form (au porteur) |
8. | Business Day Centre(s): | The applicable Business Day Centre for the purposes of |
the definition of "Business Day" in Condition 1 is a | ||
TARGET2 Settlement Day | ||
9. | Settlement: | Settlement will be by way of physical delivery (Physical |
Delivery Securities) |
- Rounding Convention for Cash Settlement Amount:
- Variation of Settlement:
12. Final Payout: Aggregation:
13. Relevant Asset(s):
Not applicable
Not applicable
Not applicable
Applicable
The Relevant Assets to which the Securities relate are the ETIs
14. Entitlement: | Applicable |
a) The Entitlement Amount in relation to each Security is: Parity Entitlement Amount
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b) The Entitlement will be evidenced by delivery to | ||
the securities account with Euroclear France | ||
specified by the Holder in the relevant Exercise | ||
Notice. | ||
c) The Entitlement will be delivered to the securities | ||
account of the relevant Holder at Euroclear | ||
France. | ||
15. | Exchange Rate: | Not applicable |
16. | Settlement Currency: | Not applicable |
17. | Syndication: | The Securities will be distributed on a non-syndicated |
basis | ||
18. | Minimum Trading Size: | Not applicable |
19. | Principal Security Agent: | BNP Paribas Securities Services, S.C.A. |
20. | Registrar: | Not applicable |
21. | Calculation Agent: | BNP Paribas Arbitrage S.N.C., 160-162 boulevard |
Macdonald, 75019 Paris, France | ||
22. | Governing law: | French law |
23. | [this item is intentionally left blank] |
PRODUCT SPECIFIC PROVISIONS (ALL SECURITIES)
24. Hybrid Securities:
25. Index Securities:
26. Share Securities/ETI Share Securities:
27. ETI Securities:
- ETI/ETI Basket:
- ETI Interest(s):
- ETI Related Party:
- ETI Documents:
- Exchange(s):
- Related Exchange:
- Scheduled Trading Day:
- Exchange Business Day:
- Calculation Date(s):
- Initial Calculation Date:
- Final Calculation Date:
- Hedging Date:
- Investment/AUM Level:
-
Value per ETI Interest Trading Price
Barrier:
Not applicable
Not applicable
Not applicable
Applicable
The provisions of Annex 4 (Additional Terms and Conditions for ETI Securities) shall apply
BNP Paribas Easy EURO STOXX 50 UCITS ETF Capitalizing Share (the "ETI")
Bloomberg code: ETDD FP Equity
SC/FM ETI Events : Applicable
Interest in the ETI
As per Conditions
As per Conditions
Euronext Paris
All Exchanges
Single ETI Interest Basis
Single ETI Interest Basis
As per Conditions
Hedging Date
Not applicable
June 22, 2022
As per Conditions
As per Conditions
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- Number of Value Publication Days:
- Value Trigger Percentage:
- Value Trigger Period:
- Basket Trigger Level:
- Settlement Price/Closing Price:
- Weighting:
- Valuation Time:
- Specified Maximum Days of Disruption:
- Additional Extraordinary ETI Event(s):
- Maximum Stock Loan Rate:
- ETI Interest Correction Period:
- Termination Amount:
- Termination Date:
- Debt Securities:
- Commodity Securities:
- Inflation Index Securities:
- Currency Securities:
- Fund Securities:
- Futures Securities:
- Credit Securities:
- Underlying Interest Rate Securities:
- This item is intentionally left blank.
- This item is intentionally left blank.
- Illegality (Security Condition 7.1) and Force Majeure (Security Condition 7.2):
- Additional Disruption Events and Optional Additional Disruption Events:
- Knock-inEvent:
- Knock-outEvent:
42. EXERCISE, VALUATION AND SETTLEMENT
- Units:
Ten (10) calendar days
80 per cent.
Five (5) Business Days
As per Conditions
Official closing price, as more fully described in the Conditions
Not applicable
As per Conditions
As per Conditions
Not applicable
Not applicable
As per Conditions
As per Conditions
ETI Event Force Majeure : Applicable
As per Conditions
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable.
Not applicable
Not applicable
Not applicable
Illegality: redemption in accordance with Security Condition 7.1(d)
Force Majeure: redemption in accordance with Security Condition 7.2(b)
Additional Disruption Events: Not applicable
The following Optional Additional Disruption Events applies to the Securities:
Extraordinary External Event
Jurisdiction Event
Failure to Deliver due to Illiquidity
Not applicable
Not applicable
Warrants must be exercised in Units. Each Unit consists of the number of Warrants set out in "Specific Provisions for each Series" above
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(b) | Minimum Exercise Number: | The minimum number of Units that may be exercised on any |
day by any Holder is one (1) Unit, and Warrants may only be | ||
exercised in integral multiples of one (1) Unit in excess | ||
thereof | ||
(c) | Maximum Exercise Number: | Not applicable |
(d) | Exercise Price(s): | The exercise price per Warrant is set out in "Specific Provisions |
for each Series" above | ||
(e) | Exercise Date: | Not applicable |
(f) | Exercise Period: | The exercise period in respect of the Warrants is set out in |
"Specific Provisions for each Series" above | ||
(g) | Renouncement Notice Cut-off Time: | Not applicable |
(h) | Valuation Date: | Not applicable |
(i) | Strike Date: | Not applicable |
(j) | Averaging: | Averaging does not apply to the Warrants |
(k) | Observation Dates: | Not applicable |
(l) | Observation Period: | Not applicable |
(m) | Settlement Date: | A Business Day falling not later than forty five (45) Business |
Days following the Calculation Date |
- Automatic Early Expiration:
- Identification information of Holders as provided by Condition 21:
- Redenomination:
- FX Settlement Disruption Event Determination:
DISTRIBUTION AND US SALES ELIGIBILITY
43. U.S. Selling restrictions:
Not applicable
Applicable
Not applicable
Applicable
Applicable - the Securities may not be legally or beneficially owned by or transferred to any U.S. person at any time
(a) | Eligibility for sale of Securities in the United | The Securities are not eligible for sale in United States. | |
States to AIs: | |||
(b) | Eligibility for sale of Securities in the United | The Securities are not eligible for sale in United States. | |
States to QIBs within the meaning of rule | |||
144A: | |||
(c) | Eligibility for sale of Securities in the United | The Securities are not eligible for sale in the United States. | |
States to QIBs within the meaning of Rule | |||
144A who are also QPs within the meaning | |||
of the Investment Company Act: | |||
44. | Additional U.S. federal income tax consequences: | The Securities are not Specified Securities for purposes of | |
Section 871(m) of the U.S. Internal Revenue Code of 1986 | |||
45. | Registered broker/dealer: | Not applicable | |
46. | TEFRA C or TEFRA Not Applicable: | TEFRA not applicable | |
47. | Non-exempt Offer: | Not applicable |
48. Prohibition of Sales to EEA Retail Investors:
(a) | Selling Restriction | Not applicable |
(b) | Legend | Not applicable |
PROVISIONS RELATING TO COLLATERAL AND SECURITY
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BNP Paribas SA published this content on 04 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2022 09:21:07 UTC.