FINAL TERMS
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 19 of the Guidelines published by ESMA on 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and retail clients, each as defined in Directive 2014/65/EU (as amended, "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 1 July 2024
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of Up to EUR 100,000,000 Zero Coupon Callable Notes due 6 September 2034
ISIN Code: FR001400QU83
under the Euro Medium Term Note Programme
(the Programme)
Any person making or intending to make an offer of the Notes may only do so:
- in those Non-exempt Offer Jurisdictions mentioned in Paragraph 73 of Part A below, provided such person is a Dealer or 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 or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Article 23 of the UK Prospectus Regulation, in each case, in relation
to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
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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 28 June 2024 which received approval n° 24-244 from the Autorité des marchés financiers ("AMF") on 28 June 2024 which together constitute a base prospectus for the purposes of 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 to obtain all relevant information. A summary of the Notes is annexed to these Final Terms. The Base
Prospectus, any Supplements to the Base Prospectus and these Final Terms are available for viewing at https://invest.bnpparibas/en/search/debt/documents and on the AMF website (www.amf-france.org)and copies may be obtained free of charge at the specified office of the Principal Paying Agent.
- Issuer:
- (i) Trade Date:
Series Number:
Tranche Number:
3. Specified Currency:
BNP Paribas
7 June 2024
20197
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EUR as defined in the definition of "Relevant Currency" in Condition 4 (Payments, Physical Delivery and Exchange of Talons)
4. Aggregate Nominal Amount:
Series: | Up to EUR 100,000,000 | |||
Tranche: | Up to EUR 100,000,000 | |||
5. | Issue Price of Tranche: | 100.00% of the Aggregate Nominal Amount | ||
6. | Minimum Trading Size: | EUR 1,000 | ||
7. | (i) | Specified Denomination: | EUR 1,000 | |
Calculation Amount: | EUR 1,000 | |||
8. | (i) | Issue Date: | 6 September 2024 | |
Interest | Commencement | Not applicable | ||
Date: | ||||
9. | (i) | Maturity Date: | 6 September 2034 | |
Business | Day Convention | Modified Following | ||
for Maturity Date: | ||||
10. | Form of Notes: | Bearer | ||
11. | Interest Basis: | Zero Coupon | ||
(further particulars specified below) | ||||
12. | Coupon Switch: | Not applicable | ||
13. | Redemption/Payment Basis: | (See paragraph 40 below) |
14. Change of Interest Basis or Not applicable Redemption/Payment Basis:
15. | Put/Call Options: | Issuer Call |
(further particulars specified below) | ||
16. | Exchange Rate: | Not applicable |
17. | Status of the Notes: | Senior Preferred Notes |
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33. | ||||
34. | Commodity | Linked | Interest | Not applicable |
Provisions: | ||||
35. | Fund Linked Interest Provisions: | Not applicable | ||
36. | ETI Linked Interest Provisions: | Not applicable | ||
37. | Foreign Exchange (FX) Rate Linked | Not applicable | ||
Interest Provisions: |
38. Underlying Interest Rate Linked Not applicable Interest Provisions:
39. Additional Business Centre(s) (Condition 3(f) of the Terms and Conditions of the English Law Notes or Condition 3(f) of the Terms and Conditions of the French Law Notes, as the case may be):
PROVISIONS RELATING TO REDEMPTION
- Final Redemption:
- Final Payout:
Not applicable
Calculation Amount x 142.00%
Not applicable
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42. | Automatic Early Redemption: | Not applicable | ||
43. | Issuer Call Option: | Applicable | ||
Optional | Redemption | 6 September 2027, 6 September 2029, 6 September | ||
Date(s): | 2031 and 6 September 2033 | |||
Optional | Redemption | Not applicable | ||
Valuation Date(s): | ||||
Optional | Redemption | |||
Amount(s): | Calculation Amount x 112.60% on 6 September 2027 | |||
Calculation Amount x 121.00 % on 6 September 2029 | ||||
Calculation Amount x 129.40 % on 6 September 2031 | ||||
Calculation Amount x 137.80 % on 6 September 2033 | ||||
If redeemable in part: | ||||
(a) | Minimum | Not applicable | ||
Redemption | ||||
Amount: | ||||
(b) | Higher Redemption | Not applicable | ||
Amount: | ||||
Notice period: | Minimum notice period: Five (5) calendar days | |||
Maximum notice period: Thirty (30) calendar days | ||||
44. | Issuer Clean-Up Call: | Not applicable | ||
45. | Noteholder Put Option: | Not applicable | ||
46. | Aggregation: | Not applicable |
- Index Linked Redemption Amount: Not applicable
- Share Linked/ETI Share Linked Not applicable Redemption Amount:
49. | Inflation | Linked | Redemption | Not applicable |
Amount: | ||||
50. | Commodity | Linked | Redemption | Not applicable |
Amount: | ||||
51. | Fund Linked Redemption Amount: | Not applicable | ||
52. | Credit Linked Notes: | Not applicable | ||
53. | ETI Linked Redemption Amount: | Not applicable | ||
54. | Foreign Exchange (FX) Rate Linked | Not applicable | ||
Redemption Amount: | ||||
55. | Underlying | Interest | Rate Linked | Not applicable |
Redemption Amount: | ||||
56. | Events of Default for Senior | Not applicable | ||
Preferred Notes: | ||||
57. | Administrator/Benchmark Event: | Not applicable | ||
58. | MREL/TLAC Disqualification Event: | Not Applicable |
59. Early Redemption Amount(s):
- Provisions applicable to Physical Delivery:
- Variation of Settlement:
Issuer's option to vary settlement:
- Governing law:
- Calculation Agent:
DISTRIBUTION
72. (i) If syndicated, names of Managers (specifying Lead Manager):
Date of Subscription
Agreement:
Stabilising Manager (if any):
If non-syndicated, name of relevant Dealer:
- Total commission and concession:
- U.S. Selling Restrictions:
- Non-ExemptOffer:
Non-exemptOffer
Jurisdictions:
Offer Period:
Financial intermediaries granted specific consent to use the Base Prospectus in
accordance with the Conditions in it:
General Consent:
Other Authorised Offeror
Terms:
SELARL MCM AVOCAT
10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00
Fax: +33 1 53 43 36 01
E-mail:rmo@avocat-mcm.com
Name and address of the alternate Representative: Maître Philippe MAISONNEUVE
Avocat
Acting for SELARL MCM AVOCAT
10, rue de Sèze, 75009 PARIS, France Tel : +33 1 53 43 36 00
Fax : +33 1 53 43 36 01
E-mail:rmo@avocat-mcm.com
The Representative will receive a remuneration of EUR 350.
French law
BNP Paribas, Paris
Not applicable
Not applicable
Not applicable
BNP Paribas
Up to 0.25%. per annum of the Aggregate Nominal Amount
Reg. S Compliance Category 2; TEFRA Not applicable
Applicable
France
From (and including) 1 July 2024 to (and including) 30 August 2024, subject to any early closing, as indicated in Part B, item 6.
BNP Paribas Wealth Management 33, rue du Quatre Septembre 75002 Paris
(the "Authorised Offeror") Legal entity identifier (LEI): 969500YY0S9J4G79N626.
Applicable
Not applicable
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- Prohibition of Sales to Retail Investors:
- United States Tax Considerations
Prohibition of Sales to EEA Retail Investors:
Not applicable
Prohibition of Sales to UK Retail Investors:
Not applicable
The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.
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PART B - OTHER INFORMATION
1. Listing and Admission to trading
Application has been made by the Issuer (or on its
(i) Listing and admission to trading: behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from the Issue Date.
(ii) Estimate of total expenses
related to admission toEUR 5,450 trading:
2. Ratings
Ratings: | The Notes have not been rated. |
- Interests of Natural and Legal Persons Involved in the Offer
Save for the fees payable to the Dealers so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. - Reasons for the Offer, Estimated Net Proceeds and Total Expenses
(i) | Reasons for the offer: | See "Use of Proceeds" in the Base Prospectus |
(ii) | Estimated net proceeds: | Up to EUR 100,000,000 |
- Estimated total expenses:
5. Operational Information
- ISIN:
- Common Code:
- CFI:
- FISN:
-
Any clearing system(s)
other than Euroclear France Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent
and the relevant identification number(s): - Delivery:
- Additional Paying Agent(s) (if any):
- Intended to be held in a manner which would allow Eurosystem eligibility:
See item 1 above
FR001400QU83
284440641
DTZNGB
BNP Paribas/Zero Cpn MTN 20341006
Not applicable
Delivery against payment
Not applicable
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
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- Name and address of Registration Agent:
6. Terms and Conditions of the Non- Exempt Offer
Offer Price:
Conditions to which the offer is subject:
Not applicable
The Issue Price
Offers of the Notes are conditional on their issue and on any additional conditions set out in the standard terms of business of the Authorised Offeror, notified to investors by such relevant Authorised Offeror.
The Issuer reserves the right to modify the total nominal amount of the Notes to which investors can subscribe, withdraw the offer of the Notes, and cancel the issuance of the Notes for any reason, in accordance with the Authorised Offeror at any time on or prior to the Issue Date.
For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes. Such an event will be notified to investors
via the following webpage: https://eqdpo.bnpparibas.com/FR001400QU83
The Issuer will in its sole discretion determine the final amount of Note issued up to a limit of 100,000,000 Notes.
The final amount that is issued on the Issue Date will be listed on the Luxembourg Stock Exchange's regulated market.
Notes will be allotted subject to availability in the order of receipt of investors' applications.
The final amount of the Notes issued will be determined by the Issuer in light of prevailing market conditions, and in its sole and absolute discretion depending on the number of Notes which have been agreed to be purchased as of the Issue Date.
The Offer Period may be closed early as determined by Issuer in its sole discretion and notified on or around such earlier date by publication on the following webpage: https://eqdpo.bnpparibas.com/ FR001400QU83.
The Issuer reserves the right to extend the Offer Period. The Issuer will inform of the extension of the Offer Period by means of a notice to be published on
thefollowingwebpage: https://eqdpo.bnpparibas.com/FR001400QU83.
The Issuer reserves the right to increase the number of Notes to be issued during the Offer Period. The Issuer will inform the public of the size increase by means of a notice to be published on the following
webpage:https://eqdpo.bnpparibas.com/ FR001400QU83.
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Description of the application process:
Details of the minimum and/or maximum amount of application:
Description of possibility to reduce subscriptions and manner for refunding amounts paid in excess by applicants:
Details of the method and time limits for paying up and delivering the Notes:
Manner and date in which results of the offers are to be made public:
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made:
Amount of any expenses and taxes charged to the subscriber or purchaser:
From, and including, 1 July 2024 until, and including, 30 August 2024, or such earlier date as the Issuer determines as notified on or around such earlier date
on the following webpage: https://eqdpo.bnpparibas.com/FR001400QU83.
Application to subscribe for the Notes can be made in France through the Authorised Offeror. The distribution activity will be carried out in accordance with the usual procedures of the Authorised Offeror.
The Authorised Offeror is responsible for the notification of any withdrawal right applicable in relation to the offer of the Notes to potential investors. By purchasing the Notes, the holders of the Notes are deemed to have knowledge of all the Conditions of the Notes and to accept said Conditions.
Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the notes.
Minimum subscription amount per investor: EUR 10,000. The maximum amount of application of Notes will be subject only to availability at the time of application.
Not Applicable
The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Investors will be notified by the relevant Authorised Offerors of their allocations of Notes and the settlement arrangements in respect thereof.
Publication on the following website around 30 August 2024 on the following webpage: https://eqdpo.bnpparibas.com/ FR001400QU83.
Not applicable
Not applicable
No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU may take place prior to the Issue Date.
Not Applicable
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BNP Paribas SA published this content on 03 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 July 2024 08:16:06 UTC.