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 10 November 2022
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 50,000,000 Fixed to Floating Rate Callable Senior Non Preferred Notes due 10
November 2028
ISIN Code: FR001400DRG4 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 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers ("AMF") on 1 July 2022 and the Supplements to the Base Prospectus 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 together constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (the "Base Prospectus"). 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 to obtain all 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: | 27 October 2022 |
(ii) | Series Number: | 19893 | |
(iii) | Tranche Number: | 1 | |
3. | Specified Currency: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 50,000,000 | |
(ii) | Tranche: | EUR 50,000,000 | |
5. | Issue Price of Tranche: | 100 per cent. of the Aggregate Nominal Amount | |
6. | Minimum Trading Size: | EUR 100,000 | |
7. | (i) | Specified Denomination: | EUR 100,000 |
(ii) | Calculation Amount: | EUR 100,000 | |
8. | (i) | Issue Date: | 10 November 2022 |
(ii) | Interest Commencement | Issue Date | |
Date: | |||
9. | (i) | Maturity Date: | 10 November 2028 |
(ii) | Business Day Convention | Modified Following | |
for Maturity Date: | |||
10. | Form of Notes: | Bearer | |
11. | Interest Basis: | 4.82 per cent. Fixed Rate per annum | |
3 month EURIBOR + 1.85% per cent. Floating Rate | |||
(further particulars specified below) | |||
12. | Coupon Switch: | Applicable | |
Pre-Switch Coupon: | Fixed Rate | ||
(see items 23 below) |
Post-Switch Coupon: | Floating Rate | ||
(see items 26 below) | |||
Additional Switch Coupon: | Not applicable | ||
Coupon Switch Date(s): | 10 November 2027 | ||
13. | Redemption/Payment Basis: | Redemption at par | |
14. | Change of Interest Basis or | Not applicable | |
Redemption/Payment Basis: | |||
15. | Put/Call Options: | Issuer Call | |
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 | See item 23 (iv) below | |
Date(s): | |||
(iii) | Business Day Convention | Not applicable | |
for Interest Period End | |||
Date(s): |
- Interest Payment Date(s):
- Business Day Convention for Interest Payment Date(s):
- Party responsible for calculating the Rate(s) of Interest and Interest Amount(s):
Fixed Rate:
10 November each year, from and including 10 November 2023 to and excluding 10 November 2027
Floating Rate:
10 February, 10 May, 10 August, 10 November each year, from but excluding 10 November 2027 to and including the Maturity Date
Fixed Rate: Following Business Day
Floating Rate: Modified Following Business Day
Calculation Agent
(vii) | Margin(s): | Not applicable |
(viii) | Minimum Interest Rate: | Not applicable |
(ix) | Maximum Interest Rate: | Not applicable |
(x) | Day Count Fraction: | Fixed Rate: Actual/Actual (ICMA), Following, | ||
unadjusted | ||||
Floating Rate: Actual/360, Modified Following, | ||||
adjusted | ||||
(xi) | Determination Dates: | Fixed Rate: | ||
10 November each year, from and including 10 | ||||
November 2023 to and excluding 10 November 2027 | ||||
(xii) | Accrual to Redemption: | Applicable | ||
(xiii) | Rate of Interest: | Fixed Rate | ||
Floating Rate | ||||
(xiv) | Coupon Rate: | Not applicable | ||
Rate: | Fixed Rate - 4.82 per cent. Fixed Rate per annum | |||
Floating Rate - Screen Rate Determination | ||||
24. | Fixed Rate Provisions: | Applicable | ||
(i) | Fixed Rate(s) of Interest: | 4.82 per cent. per annum payable annually in arrear | ||
on each Fixed Coupon Interest Payment Date | ||||
(ii) | Fixed Coupon Amount(s): | EUR 4,820 per Calculation Amount | ||
(iii) | Broken Amount(s): | Not applicable | ||
(iv) | Resettable Notes: | Not applicable | ||
25. | Resettable Notes: | Not applicable | ||
26. | Floating Rate Provisions: | Applicable | ||
Floating Rate is determined by the Calculation Agent | ||||
in accordance with the following formula: | ||||
3 month EURIBOR + 1.85% per cent. | ||||
(i) | Manner in which the Rate | Screen Rate Determination | ||
of Interest and Interest | ||||
Amount is to be | ||||
determined: | ||||
(ii) | Linear Interpolation: | Not applicable | ||
27. | Screen Rate Determination: | Applicable | ||
(i) | Reference Rate: | 3 month EURIBOR | ||
(ii) | Interest | Determination | Second Brussels Business Day prior to the start of | |
Date(s): | each Interest Period | |||
(iii) | Specified Time: | 11:00 am, Brussels time | ||
(iv) | Relevant Screen Page: | Reuters EURIBOR01 | ||
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: |
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BNP Paribas SA published this content on 23 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2022 10:34:04 UTC.