MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - 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 (5) categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments (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 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.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, 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 both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution (as amended or superseded, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.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, with effect from such date, 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 both) 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. 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.
Final Terms dated 9 December 2022
GECINA
Issue of €50,000,000 0.875 per cent. Green Notes due 30 June 2036, to be assimilated (assimilées) and form a single
series with the existing €500,000,000 0.875 per cent. Green Notes due 30 June 2036 issued on 30 June 2021
under the €8,000,000,000 Euro Medium Term Note Programme
Series No.: 20
Tranche No.: 2
Issue Price: 68.711 per cent.
HSBC
As Lead Manager
2
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") which are the 2021 Terms and Conditions (as defined in section "Documents incorporated by reference") incorporated by reference in the Base Prospectus (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation (as defined below) and must be read in conjunction with the Base Prospectus dated 17 June 2022 which received approval number 22-226 from the Autorité des marchés financiers ("AMF") in France on 17 June 2022 and the first supplement to the Base Prospectus dated 24 October 2022 which received approval number 22-422 from the AMF on 24 October 2022, which together constitute a base prospectus for the purposes of the Prospectus Regulation (together, the "Base Prospectus"), including the Conditions which are incorporated by reference therein. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (including any supplement hereto) is available for viewing on the websites of (a) the AMF (www.amf-france.org)and (b) the Issuer (www.gecina.fr).
1 | Issuer: | Gecina |
2 | (i) Series Number: | 20 |
(ii) Tranche Number: | 2 | |
(iii)Date on which the Notes will be assimilated | The Notes will be assimilated (assimilables) and | |
(assimilables) and form a single Series: | form a single Series with the existing €500,000,000 | |
0.875 per cent. Green Notes due 30 June 2036 issued | ||
on 30 June 2021 (the "Existing Notes") as from the | ||
date of assimilation which is expected to be on or | ||
about forty (40) days after the Issue Date. | ||
3 | Specified Currency or Currencies: | Euro (€) |
4 | Aggregate Nominal Amount of Notes: | |
(i) Series: | €550,000,000 | |
(ii) Tranche: | €50,000,000 | |
5 | Issue Price: | 68.711 per cent. of the Aggregate Nominal Amount |
of the Tranche plus an aggregate amount of | ||
€198,972.60 corresponding to the interest accrued | ||
from and including the Interest Commencement | ||
Date to but excluding the Issue Date. | ||
6 | Specified Denomination(s): | €100,000 |
7 | (i) Issue Date: | 13 December 2022 |
(ii) Interest Commencement Date: | 30 June 2022 | |
8 | Maturity Date: | 30 June 2036 |
9 | Interest Basis: | 0.875 per cent Fixed Rate |
(further particulars specified below) | ||
10 | Redemption/Payment 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 |
3
12 | Put/Call Options: | Make-Whole Redemption |
Residual Maturity Call Option
Restructuring Put Option
Clean-up Call Option
(further particulars specified below in items 21/22/23 and 24)
13 | (i) Status of the Notes: | Unsubordinated Notes |
- Dates of the corporate authorisations Resolutions of the Board of Directors (Conseil
for issuance of the Notes:d'Administration) of the Issuer dated 17 February 2022 and decision of Mr. Beñat Ortega, Directeur Général of the Issuer dated 7 December 2022
14 | Method of distribution: | Non-syndicated | |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
15 | Fixed Rate Note Provisions: | Applicable | |
(i) | Rate of Interest: | 0.875 per cent. per annum payable annually in | |
arrears | |||
(ii) | Interest Payment Dates: | 30 June in each year starting on 30 June 2023 and | |
ending on the Maturity Date, not adjusted | |||
(iii) | Fixed Coupon Amount: | €875 per Note of €100,000 Specified Denomination | |
(iv) | Broken Amount(s): | Not Applicable | |
(v) | Day Count Fraction: | Actual/Actual-ICMA | |
(vi) | Determination Date: | 30 June in each year | |
16 | Floating Rate Note Provisions: | Not Applicable | |
17 | Inverse Floating Rate Notes Provisions: | Not Applicable | |
18 | Zero Coupon Note Provisions: | Not Applicable | |
PROVISIONS RELATING TO REDEMPTION | |||
19 | Call Option: | Not Applicable | |
20 | Put Option: | Not Applicable | |
21 | Make-Whole Redemption: | Applicable | |
(Condition 6(d)) | |||
(i) | Notice period: | As per Condition 6(d) | |
(ii) | Reference Security: | €22,500,000,000 German Federal Government | |
Bond, 0 per cent. due May 2035 (ISIN: | |||
DE0001102515) |
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(iii) | Reference Dealers: | As per Condition 6(d) | |
(iv) | Similar Security: | Determined by the Calculation Agent as per | |
Condition 6(d) | |||
(v) | Redemption Margin: | 0.15 per cent. per annum | |
22 | Residual Maturity Call Option: | Applicable | |
(Condition 6(e)) | |||
(i) | Residual Maturity Call Option Date: | 30 March 2036 | |
(ii) | Notice period: | As per Condition 6(e) | |
23 | Restructuring Put Option: | Applicable | |
24 | Clean-up Call Option: | Applicable | |
(Condition 6(j)) | |||
(i) Minimum Percentage: | 75 per cent. | ||
25 | Final Redemption Amount of each Note: | €100,000 per Note of €100,000 Specified | |
Denomination | |||
26 | Early Redemption Amount: | ||
(i) | Early Redemption Amount(s) of each | €100,000 per Note of €100,000 Specified | |
Note payable on redemption for | Denomination | ||
taxation reasons (Condition 6(i)), for | |||
illegality (Condition 6(m)) or on event | |||
of default (Condition 9): |
- Redemption for taxation reasons Yes permitted on days other than Interest payment Dates (Condition 6(i)):
(iii) | Unmatured Coupons to become void | Not Applicable | |
upon early redemption (Materialised | |||
Notes only (Condition 7(f))): | |||
GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
27 | Form of Notes: | Dematerialised Notes | |
(i) | Form of Dematerialised Notes: | Bearer dematerialised form (au porteur) | |
(ii) | Registration Agent: | Not Applicable | |
(iii) | Temporary Global Certificate: | Not Applicable |
28 Financial Centre(s) for the purpose of TARGET 2
Condition 7(h):
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Gecina SA published this content on 10 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 December 2022 10:12:06 UTC.