FINAL TERMS FOR CERTIFICATES
The Base Prospectus expires on 31 May 2024 and the Issuer intends that the Base Prospectus will be
updated before expiry. The updated base prospectus will be available on https://rates-
globalmarkets.bnpparibas.com/documents/legaldocs/resourceindex.htm.
FINAL TERMS DATED 30 APRIL 2024
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
Issue of EUR 30,000,000 Underlying Interest Rate Linked Interest Securities due 7 July 2036
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. 23-197 on 31 May 2023
Any person making or intending to make an offer of the Securities may only do so:
- in those Non-exempt Offer Jurisdictions mentioned in Paragraph 47 of Part A below, provided such person is a Manager or an Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
- otherwise in circumstances in which no obligation arises for the Issuer, the Guarantor or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances.
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Investors who, before the supplement is published, have already agreed to purchase or subscribe for the Securities which are the subject of the Non-exempt Offer, where the Securities have not yet been delivered to such investors, have the right, exercisable within the period of two working days after the publication of the supplement to withdraw their acceptances.
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 in the Base Prospectus dated 31 May 2023, and each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) notwithstanding the publication and approval of any other Supplement to the 2023 Base Prospectus (each a "2023 Future Supplement") which may have been published and approved after the date of these Final Terms and before the end of the public offer period of the Securities to which these Final Terms relate) (together, the "2023 Base Prospectus") and/or an updated Base Prospectus (and any Supplement(s) thereto, each a "2024 Future Supplement"), which will replace the 2023 Base Prospectus (the "2024 Base Prospectus") (the date of any such publication and approval, each a "Publication Date"). This document constitutes the Final Terms of the Securities described herein for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (i) prior to any Publication Date, must be read in conjunction with the 2023 Base Prospectus, or (ii) on and after any Publication Date must be read in conjunction with the 2023 Base Prospectus, as supplemented by any 2023 Future Supplement as at such date or, as applicable, the 2024 Base Prospectus, as supplemented by any 2024 Future Supplement as at such date, save in respect of the Conditions which are extracted from the 2023 Base Prospectus to obtain all the relevant information. The 2023 Base Prospectus, as supplemented, constitutes, and the 2024 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Regulation. The Issuer has in the 2023 Base Prospectus given consent to the use of the 2023 Base Prospectus in connection with the offer of the Securities. Such consent will be valid until the date that is twelve months following the date of the 2023 Base Prospectus. The Issuer will in the 2024 Base Prospectus give consent to the use of the 2024 Base Prospectus in connection with the offer of the Securities. A summary of the Securities is annexed to these Final Terms. The 2023 Base Prospectus, as supplemented, is available, and the 2024 Base Prospectus will be available for viewing onhttps://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.
SPECIFIC PROVISIONS FOR EACH SERIES
Series Number: | FICRT 15909 CI |
Tranche Number: | 1 |
Number of Securities issued: | 30,000 |
Number of Securities: | 30,000 |
ISIN: | FR001400PKR0 |
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Common Code: | 280660183 |
Issue Price per Security: | 100.00% of the Notional Amount |
Redemption Date: | 7 July 2036 |
Relevant Jurisdiction: | Not applicable |
Share Amount/Debt Security Amount: | Not applicable |
Specified Securities pursuant to Section | No |
871(m): |
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: | 10 April 2024 | ||||
4. | Issue Date and Interest Commencement | 5 July 2024 | ||||
Date: | ||||||
5. | Consolidation: | Not applicable | ||||
6. | Type of Securities: | (a) | Certificates | |||
(b) | The Securities are Underlying | |||||
Interest Rate Linked Interest | ||||||
Securities. | ||||||
The provisions of Annex 11 (Additional Terms | ||||||
and Conditions for Underlying Interest Rate | ||||||
Securities) shall apply. | ||||||
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 day upon which the T2 system | ||||||
is open | ||||||
9. | Settlement: | Settlement will be by way of cash payment | ||||
(Cash Settled Securities). | ||||||
10. | Rounding | Convention | for | Cash | Not applicable | |
Settlement Amount: |
11. Variation of Settlement:
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Issuer's option to vary settlement:
-
Final Payout
SPS Payouts
Payout Switch: Aggregation: - Relevant Asset(s):
- Entitlement:
- Exchange Rate / Conversion Rate:
- Settlement Currency:
- Syndication:
- Minimum Trading Size:
- Agent(s):
- Principal Security Agent:
- Security Agent(s):
- Registrar:
- Calculation Agent:
- Governing law:
- Masse provisions (Condition 9.4):
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The Issuer does not have the option to vary settlement in respect of the Securities.
SPS Fixed Percentage Securities
Constant Percentage 1
where:
Constant Percentage 1 means 100%.
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable.
The settlement currency for the payment of the Cash Settlement Amount is Euro ("EUR").
The Securities will be distributed on a non- syndicated basis.
EUR 1,000
BNP Paribas Financial Markets S.N.C.
Not applicable
Not applicable
BNP Paribas
10 Harewood Avenue, London NW1 6AA
French law
Full Masse
Name and address of the Representative:
SELARL MCM AVOCAT Contact : rmo@avocat-mcm.com10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00
Fax: +33 1 53 43 36 01
PRODUCT SPECIFIC PROVISIONS
- Hybrid Securities:
- Index Securities:
- Share Securities:
- ETI Securities
- Debt Securities:
- Commodity Securities:
- Inflation Index Securities:
- Currency Securities:
- Fund Securities:
- Futures Securities:
- Credit Security Provisions:
- Underlying Interest Rate Securities:
- Underlying Interest Determination Date(s):
- Manner in which the Underlying Interest Rate is to be determined:
Name and address of the alternate
Representative:
Maître Philippe MAISONNEUVE Avocat
10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00
Fax: +33 1 53 43 36 01
The Representative will receive a remuneration of EUR 275 per annum plus VAT
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Applicable
Two (2) T2 Settlement Days prior to the final day of the relevant Interest Period
Screen Rate Determination
(A) Screen Rate Determination: | Applicable | |
(a) | Underlying Reference | The EUR interest rate swap with a maturity of |
Rate: | 10 years which appears on the Relevant Screen | |
Page at the Specified Time on the relevant | ||
Underlying Interest Determination Date | ||
(b) | Specified Time: | 11:00 am, Frankfurt time |
- Relevant Screen Page: Reuters 'ICESWAP2' (or any successor page thereto)
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(B) ISDA Determination | Not applicable | |
(c) Underlying Margin(s): | Not applicable | |
(d) Minimum Underlying Reference Rate: | Not applicable | |
(e) Maximum Underlying Reference Rate: | Not applicable | |
36. | Preference Share Certificates: | Not applicable |
37. | OET Certificates: | Not applicable |
38. Illegality (Security Condition 7.1) and Illegality: redemption in accordance with Security
Force Majeure (Security Condition 7.2): | Condition 7.1(d) | ||||
Force Majeure: redemption in accordance with | |||||
Security Condition 7.2(b) | |||||
39. | Additional Disruption Events and | (a) | Additional | Disruption | Events: |
Optional Additional Disruption Events: | Applicable | ||||
(b) | The following | Optional | Additional | ||
Disruption Events apply to the | |||||
Securities: | |||||
Administrator/Benchmark Event | |||||
(c) | Redemption: |
Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable
40. | Knock-in Event: | Not applicable |
41. | Knock-out Event: | Not applicable |
42. EXERCISE, VALUATION AND REDEMPTION
- Notional Amount of each EUR 1,000 Certificate:
(b) | Partly Paid Certificates: | The Certificates are not Partly Paid Certificates |
(c) | Interest: | Applicable |
Coupon Switch:Not applicable | ||
(i) | Interest Period(s): | As specified in the Conditions |
(ii) Interest Period End Date(s): | 5 July in each year from and including 5 July 2025 to | |
and including 5 July 2036 |
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- Business Day Convention for None Interest Period End Date(s):
(iv) Interest Payment Date(s): | 5 July in each year from and including 5 July 2025 to |
and including 5 July 2036 |
- Business Day Convention for Modified Following Interest Payment Date(s):
(vi) Party responsible for calculating | Calculation Agent | |
the Rate(s) of Interest Amount(s) | ||
(if not the Calculation Agent): | ||
(vii) | Margin(s): | Not applicable |
(viii) Minimum Interest Rate: | Not applicable | |
(ix) | Maximum Interest Rate: | Not applicable |
(x) | Day Count Fraction: | None |
(xi) | Determination Dates: | Not applicable |
(xii) Accrual to Redemption: | Not applicable | |
(xiii) | Rate of Interest: | Linked Interest |
(xiv) | Coupon Rate: | Applicable |
Digital Coupon applicable | ||
Single Digital Coupon Condition is applicable: |
(A) if the Digital Coupon Condition is satisfied in respect of SPS Coupon Valuation Date(i):
Rate(i)
(B) if the Digital Coupon Condition is not satisfied in respect of SPS Coupon Valuation Date(i), as applicable:
zero
Where:
Barrier Level means 2.90 per cent.
Digital Coupon Condition means that the DC Barrier Value for the relevant SPS Coupon Valuation Date is equal to or less than the Barrier Level.
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DC Barrier Value means Underlying Reference
Value
i means 1 to 12, being the SPS Valuation Dates due to fall on the days that are two (2) T2 Settlement Days prior to the final day of the relevant Interest Period
Rate(i) means 6.00 per cent. | ||
SPS Coupon Valuation Date means Underlying | ||
Interest Determination Date | ||
SPS Valuation Date means SPS Coupon Valuation | ||
Date | ||
Underlying Reference means the Underlying | ||
Reference Rate. | ||
Underlying Reference Closing Price Value means, in | ||
respect of a SPS Valuation Date, the Underlying | ||
Reference Rate in respect of such day. | ||
Underlying Reference Strike Price means 1 | ||
Underlying Reference Value means, in respect of an | ||
Underlying Reference and a SPS Valuation Date, (i) | ||
the Underlying Reference Closing Price Value for such | ||
Underlying Reference in respect of such SPS | ||
Valuation Date (ii) divided by the relevant Underlying | ||
Reference Strike Price. | ||
(d) | Fixed Rate Provisions: | Not applicable |
(e) | Floating Rate Provisions: | Not applicable |
(f) | Linked Interest Certificates: | Not applicable |
- Payment of Premium Amount(s): Not applicable
- Index Linked [Interest/Premium Not applicable Amount] Certificates:
- Share Linked [Interest/Premium Not applicable Amount] Certificates:
- ETI Linked [Interest/Premium Not applicable Amount] Certificates:
- Debt Linked [Interest/Premium Not applicable Amount] Certificates:
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(l) | Commodity | Linked | Not applicable |
[Interest/Premium | Amount] | ||
Certificates: | |||
(m) | Inflation | Linked | Not applicable |
[Interest/Premium | Amount] | ||
Certificates: | |||
(n) | Currency | Linked | Not applicable |
[Interest/Premium | Amount] | ||
Certificates: |
- Fund Linked [Interest/Premium Not applicable Amount] Certificates:
(p) | Futures Linked [Interest/Premium Not applicable |
Amount] Certificates: |
- Underlying Interest Rate Linked Applicable Interest Provisions:
(i) | Underlying Interest Determination | Two (2) T2 Settlement Days prior to the final day of | |||
Date(s): | the relevant Interest Period | ||||
(ii) | Manner in which the Underlying | Screen Rate Determination | |||
Interest Rate is to be determined: | |||||
(A) Screen Rate Determination: | Applicable | ||||
(a) | Underlying | Reference | The EUR interest rate swap with a maturity of 10 years | ||
Rate: | which appears on the Relevant Screen Page at the | ||||
Specified Time on the relevant Underlying Interest | |||||
Determination Date | |||||
(b) | Specified Time: | 11:00 am, Frankfurt time | |||
(c) | Relevant Screen | Reuters 'ICESWAP2' (or any successor page thereto) | |||
Page: | |||||
(B) ISDA Determination | Not applicable | ||||
(iii) | Underlying Margin(s): | Not applicable |
- Minimum Underlying Reference Not applicable Rate:
- Maximum Underlying Reference Not applicable Rate:
(r) | Instalment Certificates: | The Certificates are not Instalment Certificates |
(s) | Issuer Call Option: | Not applicable |
(t) | Holder Put Option: | Not applicable |
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(u) | Automatic Early Redemption: | Applicable | ||
(i) | Automatic | Early | Single Standard Automatic Early Redemption: the SPS | |
Redemption Event: | AER Value is equal to or less than the Automatic Early | |||
Redemption Level | ||||
(ii) | Automatic | Early | SPS Automatic Early Redemption Payout: | |
Redemption Payout: | ||||
NA x (100% + AER Exit Rate) | ||||
SPS AER Valuation is applicable | ||||
And where: | ||||
NA means EUR 1,000 | ||||
SPS AER Value means Underlying Reference Value | ||||
SPS Valuation Date means Automatic Early | ||||
Redemption Valuation Date | ||||
Underlying Reference means the Underlying | ||||
Reference Rate | ||||
Underlying Reference Closing Price Value means, in | ||||
respect of a SPS Valuation Date, the Underlying | ||||
Reference Rate in respect of such day. | ||||
Underlying Reference Strike Price means 1. | ||||
Underlying Reference Value means, in respect of an | ||||
Underlying Reference and a SPS Valuation Date, (i) | ||||
the Underlying Reference Closing Price Value for such | ||||
Underlying Reference in respect of such SPS | ||||
Valuation Date (ii) divided by the relevant Underlying | ||||
Reference Strike Price. | ||||
(iii) | Automatic | Early | Each Interest Payment Date from and including the | |
Redemption Date(s): | Interest Payment Date due to fall on 5 July 2025 to and | |||
including the Interest Payment Date due to fall on 5 | ||||
July 2035 | ||||
(iv) | Observation | Price | Not applicable | |
Source: | ||||
(v) | Underlying | Reference | Not applicable | |
Level: | ||||
(vi) | Automatic | Early | 2.20 per cent. |
Redemption Level:
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BNP Paribas SA published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 10:25:16 UTC.