PRIIPS/IMPORTANT - 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 the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, 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 Regulation (EU) 2017/1129 (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.
PRIIPS/IMPORTANT - 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 the following: (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); (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; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation 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 / Professional investors and ECPs 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 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in 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.
SOCIÉTÉ GÉNÉRALE
Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41
FINAL TERMS DATED 31 MAY 2023
Issue of EUR 1,000,000,000 5.625 per cent. Tier 2 Capital Subordinated Notes due 2 June 2033
(the Notes)
under the Euro Medium Term Note - Paris Registered Programme
(the Programme)
Series no.: PA-174 /23-06
Tranche no.: 1
Issue Price: 99.477 per cent.
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
(the Sole Bookrunner and Joint Lead Manager)
CAIXABANK
MIZUHO
SCOTIABANK
(the Joint Lead Managers)
BANKINTER
BANK OF IRELAND
BMO CAPITAL MARKETS
CIBC CAPITAL MARKETS
(the Co-Managers and, together with the Sole Bookrunner and Joint Lead Manager and the Joint
Lead Managers, the Managers)
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PART A - CONTRACTUAL TERMS
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see section headed "Subscription and Sale" in the Base Prospectus.
Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions) set forth under the heading "Terms and Conditions of the French Law Notes" in the base prospectus dated 19 December 2022 which received approval no. 22-493 on 19 December 2022 from the Autorité des marchés financiers (the AMF), as supplemented by the supplement to the base prospectus dated 9 February 2023, which received approval no. 23-030 from the AMF on 9 February 2023, the supplement to the base prospectus dated 17 March 2023, which received approval no. 23-074 from the AMF on 17 March 2023 and the supplement to the base prospectus dated 25 May 2023 which received approval no. 23-187 from the AMF on 25 May 2023, which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).
This document constitutes the final terms of the Notes (the Final Terms) described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. Copies of the Base Prospectus and these Final Terms are available for inspection and obtainable, upon request and free of charge, during usual business hours on any weekday from the head office of the Issuer and the specified offices of the Paying Agents. So long as Notes are outstanding, those documents will also be available on the websites of the AMF (www.amf-france.org) and of the Issuer (http://prospectus.socgen.com).
1. | (i) | Series Number: | PA-174 /23-06 |
(ii) | Tranche Number: | 1 | |
2. | Specified Currency: | Euro (EUR) |
3. Aggregate Nominal Amount:
(i) | Series: | EUR 1,000,000,000 | |
(ii) | Tranche: | EUR 1,000,000,000 | |
4. | Issue Price: | 99.477 per cent. of the Aggregate Nominal | |
Amount of the Tranche | |||
5. | Specified Denomination: | EUR 100,000 | |
6. | Issue Date and Interest Commencement | 2 June 2023 | |
Date: | |||
7. | Maturity Date: | 2 June 2033 | |
8. | Interest Basis: | 5.625 per cent. Fixed Rate | |
(further particulars specified below) | |||
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9. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early | |
redemption, the Notes will be redeemed on the | |||
Maturity Date at 100.000 per cent. of their | |||
nominal amount | |||
(further particulars specified below) | |||
10. | Change of Interest Basis: | Not Applicable | |
11. | Put/Call Options: | Clean-up Redemption Option | |
(further particulars specified below) | |||
12. | (i) | Status: | Tier 2 Capital Subordinated Notes pursuant to |
Article L. 613-30-3-I-5° of the French Code |
monétaire et financier and Article L. 228-97 of the French Code de commerce, ranking as provided for in Condition 2(b)A. Should Tier 2 Capital Subordinated Notes become Disqualified Capital Notes, they will automatically rank as provided for in Condition 2(b)B
- Date of corporate authorisations for issue of the Notes
Resolution of the Board of Directors dated 7 February 2023 and decision of the Issuer dated 31 May 2023
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. | Fixed Rate Note Provisions | Applicable | |
Unadjusted Fixed Rate Notes | |||
(i) | Rate of Interest: | 5.625 per cent. per annum payable annually in | |
arrear | |||
(ii) | Interest Payment Date: | Applicable | |
2 June in each year from and including | |||
2 June 2024 up to and including the Maturity Date | |||
(iii) | Business Day Convention: | Not Applicable (unadjusted) | |
(iv) | Additional Business Centres: | Not Applicable | |
(v) | Fixed Coupon Amount: | EUR 5,625 per Note of EUR 100,000 Specified | |
Denomination | |||
(vi) | Day Count Fraction: | Actual/Actual (ICMA) | |
(vii) | Broken Amount: | Not Applicable | |
(viii) | Resettable Notes | Not Applicable | |
(ix) | Determination Date(s): | 2 June in each year | |
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14. | Floating Rate Note Provisions | Not Applicable | ||
15. | Zero Coupon Notes | Not Applicable | ||
PROVISIONS RELATING TO | ||||
REDEMPTION | ||||
16. | Issuer Call Option | Not Applicable | ||
17. | Make-Whole Redemption Option | Not Applicable | ||
18. | Residual Maturity | Redemption | Not Applicable | |
Option | ||||
19. | Clean-up Redemption Option | Applicable | ||
(i) | Clean-up Percentage: | 75 per cent. | ||
(ii) | Optional | Redemption | EUR 100,000 per Note of EUR 100,000 Specified | |
Amount(s): | Denomination |
- Redemption at the Option of the Not Applicable
Noteholders
- Final Redemption Amount:EUR 100,000 per Note of EUR 100,000 Specified Denomination
- Early Redemption Amount:EUR 100,000 per Note of EUR 100,000 Specified Denomination
23. | MREL or TLAC Disqualification | Applicable |
Event: | ||
24. | Events of Default: | Not Applicable |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
25. | Form of Notes: | Dematerialised Notes |
Bearer form (au porteur) | ||
26. | Additional Financial Centre for the | Not Applicable |
purposes of Condition 4(e) of the | ||
French Law Conditions: | ||
27. | Payments on non-Payment Business | Following |
Days (Condition 4(e) of the French | ||
Law Conditions) | ||
28. | Talons for further Coupons to be | Not Applicable |
attached to Definitive Bearer Notes: | ||
29. | Redenomination applicable: | Not Applicable |
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Société Générale SA published this content on 03 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2023 08:12:03 UTC.