CRÉDIT AGRICOLE S.A. DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
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 Directive (EU) 2014/65 (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 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 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"), 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 manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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.
IMPORTANT - PRIIPs - 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 MiFID II; (ii) a customer within the meaning of the 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 the Prospectus Regulation (as defined below). 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.
IMPORTANT: PRIIPs - 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: (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 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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 Regulation (EU) No 2017/1129 as it forms part of
DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
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.
A50007412 | 2 |
DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
Final Terms dated 6 January 2023
Crédit Agricole S.A.
Legal Entity Identifier (LEI) of the Issuer is 969500TJ5KRTCJQWXH05
Euro 85,000,000,000
Euro Medium Term Note Programme
Series No: 652
Tranche No: 1
Issue of EUR 1,250,000,000 Undated Callable Deeply Subordinated Fixed Rate
Resettable Notes (the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Sole Bookrunner, Global Coordinator, Structuring Advisor and Joint Lead Manager
Crédit Agricole CIB
Joint Lead Managers
BBVA
Lloyds Bank Corporate Markets Wertpapierhandelsbank
SEB
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Joint Lead Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
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 consumer (consument/ consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended, in Belgium.
The expression "Prospectus Regulation" means Regulation (EU) No 2017/1129, as amended.
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DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in "Terms and Conditions of the French Law Notes" in the base prospectus dated 8 April 2022 which has received approval no. 22-090 from the Autorité des marchés financiers (the "AMF") on 8 April 2022, the first supplement to it dated 17 May 2022 which has received approval no. 22-158 from the AMF on 17 May 2022, the second supplement to it dated
27 June 2022 which has received approval no. 22-246 from the AMF on 27 June 2022, the third supplement to it dated 17 August 2022 which has received approval no. 22-353 from the AMF on 17 August 2022, the fourth supplement to it dated 18 November 2022 which has received approval no. 22-455 from the AMF on 18 November 2022 and the fifth supplement to it dated 2 January 2023 which has received approval no. 23-004 from the AMF on 2 January 2023, which together constitute a base prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. 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 is available for viewing on the website of the Issuer (https://www.credit- agricole.com/finance/finance/dette/emissions-marche/credit-agricole-s.a.-emissions-marche), on the website of the AMF (www.amf-france.org) and copies may be obtained from Crédit Agricole S.A., 12, Place des États-Unis, 92127 Montrouge Cedex, France.
1. | Issuer: | Crédit Agricole S.A. | |
2. | (i) | Series Number: | 652 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | ||
become fungible: | Not Applicable | ||
3. | Specified Currency or Currencies: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 1,250,000,000 | |
(ii) | Tranche: | EUR 1,250,000,000 | |
5. | Issue Price: | 100.00 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Specified Denomination: | EUR 100,000 | |
7. | (i) | Issue Date: | 10 January 2023 |
(ii) | Interest Commencement | ||
Date: | Issue Date | ||
8. | Maturity Date: | Not Applicable | |
9. | Interest Basis: | 7.250 per cent. Fixed Rate (Resettable) | |
(further particulars specified in paragraph | |||
15 below) | |||
10. | Redemption Basis: | Not Applicable | |
11. | Change of Interest Basis: | Not Applicable |
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DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
Provisions Relating to Interest (if any) Payable
15. Fixed Rate Note:
- Rate of Interest:
- Interest Payment Dates:
Issuer Call
(further particulars specified in paragraph 20 below)
Deeply Subordinated Notes
Resolution of the Board of Directors of the Issuer dated 9 February 2022 (as amended and completed by the resolution of the Board of Directors of the Issuer dated 3 August 2022) and the décision d'émission dated 6 January 2023
Applicable
Resettable
23 March, 23 June, and 23 September and
23 December in each year, from (and including) 23 March 2023
(iii) | Fixed Coupon Amount: | EUR 1,812.50 per Specified Denomination |
payable on each Interest Payment Date | ||
from, and including 23 March 2023 to, and | ||
including, the First Reset Date, except for | ||
the amount payable in respect of the short | ||
first Interest Accrual Period beginning on, | ||
and including, the Interest Commencement | ||
Date and ending on, but excluding, the | ||
Interest Payment Date falling on 23 March | ||
2023 which shall be the Broken Amount | ||
(iv) | Broken Amount: | EUR 1,450 per Specified Denomination |
payable on the Interest Payment Date | ||
falling on 23 March 2023 | ||
(v) | Day Count Fraction: | Actual/Actual-ICMA, not adjusted |
(vi) | Determination Dates: | 23 March, 23 June, 23 September and 23 |
December in each year | ||
(vii) | Resettable Notes: | Applicable |
- | Initial Rate of Interest: | The Initial Rate of Interest from (and |
including) the Issue Date to (but excluding) | ||
the First Reset Date is 7.250 per cent. per | ||
annum payable quarterly in arrear | ||
- | First Margin: | 4.441 per cent. per annum |
- | Subsequent Margin: | 4.441 per cent. per annum |
- | First Reset Date: | 23 March 2029 |
- | Second Reset Date: | 23 March 2034 |
- Subsequent Reset Date(s): The Second Reset Date and each Interest Payment Date that falls on or about five (5),
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Crédit Agricole SA published this content on 11 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2023 09:51:06 UTC.
