ENGIE Final Terms dated 9 January 2023
ENGIE
Issue of €1,000,000,000 4.000 per cent. Notes due 11 January 2035
under the Euro 25,000,000,000
Euro Medium Term Note Programme
Legal Entity Identifier: LAXUQCHT4FH58LRZDY46
MIFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, as determined by the manufacturer(s), has led to the conclusion that:
- the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), as determined by the manufacturers, has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
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 European Economic Area ("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, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. 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 (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 (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 ("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. 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.
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 24 May 2022 which has received approval no. 22-176 from the Autorité des marchés financiers (the "AMF") on 24 May 2022, the first supplement to it dated 16 August 2022 which has received approval no. 22-350 from the AMF on 16 August 2022, the second supplement to it dated 31 August 2022 which has received approval no. 22-364 from the AMF on 31 August 2022 and the third supplement to it dated 28 December 2022 which has received approval no. 22-503 from the AMF on 28 December 2022, which together constitute a base prospectus for the purposes of the Regulation (EU) 2017/1129, as amended (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 as so supplemented in order to obtain all the relevant information. The Base Prospectus and the supplements to the Base Prospectus are available for viewing on the website of the AMF (www.amf-france.org) and of ENGIE (www.engie.com) and printed copies may be obtained from ENGIE at 1, place Samuel de Champlain, 92400 Courbevoie, France.
1. | Issuer: | ENGIE | |
2. | (i) | Series Number: | 102 |
(ii) | Tranche Number: | 1 | |
3. | Specified Currency or Currencies: | Euro ("€") |
4. Aggregate Nominal Amount:
(i) | Series: | €1,000,000,000 | |
(ii) | Tranche: | €1,000,000,000 | |
5. | Issue Price: | 99.011 per cent. of the Aggregate Nominal Amount | |
6. | Specified Denominations: | €100,000 | |
7. | (i) | Issue Date: | 11 January 2023 |
- Interest Commencement Date: Issue Date
8. | Maturity Date: | 11 January 2035 |
9. | Interest Basis: | 4.000 per cent. per annum Fixed Rate |
(further particulars specified below) | ||
10. | Redemption Basis: | Subject to any purchase and cancellation or early redemption, the |
Notes will be redeemed on the Maturity Date at 100 per cent. of their | ||
nominal amount | ||
11. | Change of Interest Basis: | Not Applicable |
12. | Put/Call Options: | Make-Whole Redemption by the Issuer |
Residual Maturity Call Option | ||
Clean-Up Call Option | ||
(further particulars specified below) | ||
13. | (i) Status of the Notes: | Unsubordinated |
- Date of Board approval for issuance of Notes obtained:
Resolution of the Board of Directors (Conseil d'Administration) of the Issuer dated 8 December 2022 and decision of Mrs. Catherine MacGregor in her capacity as Directrice Générale of the Issuer dated
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4 January 2023. | |||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
14. | Fixed Rate Note Provisions | Applicable | |
(i) | Rate of Interest: | 4.000 per cent. per annum payable annually in arrear on each Interest | |
Payment Date | |||
(ii) | Interest Payment Date(s): | 11 January in each year from and including 11 January 2024 to and | |
including the Maturity Date | |||
(iii) | Fixed Coupon Amount: | €4,000 per €100,000 in nominal amount | |
(iv) | Broken Amount(s): | Not Applicable | |
(v) | Day Count Fraction: | Actual/Actual (ICMA) | |
(vi) | Determination Dates: | 11 January in each year | |
15. | Floating Rate Note Provisions | Not Applicable | |
16. | Zero Coupon Note Provisions | Not Applicable | |
17. | Inflation Linked Interest Note | Not Applicable | |
Provisions | |||
PROVISIONS RELATING TO REDEMPTION | |||
18. | Call Option | Not Applicable | |
19. | Make-Whole Redemption by the | Applicable | |
Issuer | |||
(i) | Notice period: | As per Conditions | |
(ii) | Reference Bond: | German Government Bund DBR 1.700 per cent. due 15 August 2032 | |
(ISIN Code: DE0001102606) | |||
(iii) | Reference Dealers: | As per Conditions | |
(iv) | Similar Security: | As per Conditions | |
(v) | Redemption Rate: | As per Conditions | |
(vi) | Redemption Margin: | + 0.300 per cent. | |
(vii) Party, if any, responsible for | Not Applicable | ||
calculating the principal and/or | |||
interest due (if not the Calculation | |||
Agent): | |||
20. | Residual Maturity Call Option | Applicable | |
(i) | Residual Maturity Call | 11 October 2034 | |
Option Date: | |||
(ii) | Notice period: | As per Conditions | |
21. | Put Option | Not Applicable |
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22. | Change of Control Put Option | Not Applicable | |
23. | Clean-up Call Option | Applicable | |
(i) | Clean-up Call Percentage: | 75 per cent. | |
(ii) | Early Redemption Amount: | €100,000 per Note | |
24. | Final Redemption Amount of | €100,000 per Note | |
each Note |
25. Early Redemption Amount
(i) Early Redemption Amount(s) As per Conditions of each Note payable on
redemption for taxation reasons (Condition 6(h)) or for illegality (Condition 6(l)):
(ii) Redemption for taxation Yes reasons permitted on days others than Interest Payment Dates (Condition 6(h)):
(iii) Unmatured | Coupons | to Not Applicable | |
become void | upon | early | |
redemption | (Materialised | ||
Bearer Notes only) (Condition | |||
7(f)): | |||
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
26. | Form of Notes: | Dematerialised Notes |
- Form of Dematerialised Notes: Bearer dematerialised form (au porteur)
(ii) Registration Agent | Not Applicable |
(iii) Temporary Global Certificate: Not Applicable
- Applicable TEFRA exemption: Not Applicable
27. Financial Centre(s) (Condition 7(h)): Not Applicable
28. | Talons for future Coupons or | Not Applicable |
Receipts to be attached to Definitive | ||
Notes (and dates on which such | ||
Talons mature): | ||
29. | Details relating to Instalment Notes: | Not Applicable |
30. | Redenomination, renominalisation | Not Applicable |
and reconventioning provisions: | ||
31. | Consolidation provisions: | Not Applicable |
32. | Meeting and Voting Provisions | No Masse shall apply |
(Condition 11): |
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of ENGIE:
By:
Duly authorised
Grégoire de THIER Head of Funding & Rating
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Engie SA published this content on 12 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 January 2023 10:29:04 UTC.
