TIDM94YB
RNS Number : 2036E
Credit Agricole Corp & Inv Bank
16 October 2018
16 October 2018
NOTICE TO HOLDERS OF SECURITIES
Issue of USD 30,000,000 Floating Rate Securities due October
2021
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (the "Issuer")
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Series 2750 - ISIN Code: XS1819075760
(respectively, the "Programme" and the "Securities")
Reference is made to:
(1) the base prospectus relating to the Programme dated 9 May
2018 as supplemented from time to time (the "Base Prospectus");
(2) the final terms in respect of the Securities dated 15
October 2018 (the "Original Final Terms" and, together with the
Base Prospectus, the "Securities Documentation").
Notice is hereby given to the holders of all outstanding
Securities that the below modification has been made:
- The Minimum Trading Size has been disapplied, in line with the
original structuring of the Securities.
Accordingly the Original Final Terms has been replaced in its
entirety with the amended and restated Final Terms, a draft form of
which is attached in the Appendix to this Notice (showing marked-up
changes against the Original Final Terms) (the "Amended and
Restated Final Terms").
Capitalised terms used in this Notice and not defined have the
meanings given to them in the Base Prospectus and the Amended and
Restated Final Terms. Copies of the Securities Documentation and
the Amended and Restated Final Terms are available at the offices
of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée
Scheffer, L-2520, Luxembourg.
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS WITHOUT KID - The
Securities 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) without an updated key information document required by
Regulation (EU) No 1286/2014 for offering or selling the Securities
or otherwise making them available to retail investors in the 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 Directive
2002/92/EC (as amended), 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 Directive
2003/71/EC (as amended).
15 October 2018
FINAL TERMS
As Amended and Restated on 15 October 2018
Issue of USD 30,000,000 Floating Rate Securities due October
2021
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Securities
described herein for the purposes of Article 5.4 of the Directive
2003/71/EC (and amendments thereto, including the Directive
2010/73/EU, to the extent implemented in the Relevant Member
State), including any relevant implementing measure in the Relevant
Member State (the Prospectus Directive) and must be read in
conjunction with the Base Prospectus dated 9 May 2018 and the
supplements dated 12 June 2018, 18 June 2018, 27 June 2018 and 6
September 2018 which constitute a base prospectus for the purposes
of the Prospectus Directive. Full information on the Issuer, the
Guarantor and the offer of the Securities is only available on the
basis of the combination of these Final Terms and the Base
Prospectus. A summary of the issue of the Securities is annexed to
these Final Terms at Annex A. The Base Prospectus is available for
viewing on the Luxembourg Stock Exchange website (www.bourse.lu)
and during normal business hours at the registered office of Crédit
Agricole CIB (www.ca-cib.com) and the specified office of the
Principal Paying Agent.
1. (a) Series Number: 2750
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities become fungible: Not Applicable
2. Specified Currency: United States Dollar (USD)
3. Aggregate Nominal Amount:
(a) Series: USD 30,000,000
(b) Tranche: USD 30,000,000
4. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
5. (a) Specified Denominations: USD 2,000
(b) Minimum Trading Size: Not Applicable
(c) Calculation Amount: USD 2,000
6. (a) Issue Date: 15 October 2018
(b) Trade Date(s): 14 September 2018
(c) Interest Commencement Date: Issue Date
7. Redemption Date: 15 October 2021, subject to any early redemption date
8. Type of Notes The Securities are Private Placement Securities
(a) Interest: Floating Rate Security
(Further particulars specified below in "PROVISIONS
RELATING TO INTEREST (IF ANY) PAYABLE")
(b) Redemption: Relevant Redemption Method(s):
For the purpose of determining the Final Redemption
Amount:
Standard Redemption
(Further particulars specified below in "PROVISIONS
RELATING TO REDEMPTION")
9. Date Board approval for issuance of Securities Authorisation given by the Board of Directors of
obtained: Crédit Agricole CIB Financial Solutions
dated 28 September 2018
10. Method of distribution: Non-syndicated
11. Asset Conditions: Not Applicable
12. Alternative Currency Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Security: Not Applicable
14. Floating Rate Security: Applicable
(a) Applicable to: All Interest Accrual Periods
(b) Interest Payment Dates: Quarterly on 15 January, 15 April, 15 July, 15
October in each year, from and including 15
January 2019 up to and including the Redemption Date
(c) Interest Period Dates: Not Applicable
(d) Interest Determination Date(s): Two (2) London Business Days prior to the first day
of the relevant Interest Accrual Period
(e) Business Day Convention for the purposes of Not Applicable
adjustment of "Interest Accrual Periods" in
accordance with sub-paragraph (n) below):
(f) Additional Business Centre(s): Not Applicable
(g) Rate(s) of Interest: ISDA Determination
(h) Screen Rate Determination: Not Applicable
(i) ISDA Determination: Applicable
USD-LIBOR-ICE (formerly known as USD-LIBOR-BBA)
* Floating Rate Option:
Three (3) months
* Designated Maturity:
First day of the relevant Interest Accrual Period
* Reset Date:
(j) Margin(s): Not Applicable
(k) Minimum Rate of Interest: 2.55 per cent. per annum
(l) Maximum Rate of Interest: 5.00 per cent. per annum
(m) Day Count Fraction: 30/360
(n) Interest Accrual Periods: Interest Accrual Periods will be unadjusted
(o) Determination Date(s): Not Applicable
(p) Additional Disruption Event: Applicable in accordance with General Condition
4.2(e)
(q) Universal Leverage: Not Applicable
15. Linked Interest Security: Not Applicable
16. Zero Coupon Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
17. Payoff Features: Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Redemption Determination For the purposes of determining the
Date(s): Final Redemption Amount: the
Redemption
Date
19. Redemption Method:
(a) Early Redemption Not Applicable as no Early Redemption
Amount for the purposes Trigger Events apply
of General Condition Investors should note that General
6.2 (Early Redemption Condition 6.8 applies for the
Trigger Events) purposes
determined in accordance of any early redemption amount
with: calculated
in accordance with the conditions
referred to in General Condition 6.8
(Fair Market Value Redemption
Amounts)
(b) Final Redemption Standard Redemption, in accordance
Amount for the purposes with Annex 9, Paragraph 2
of General Condition The Final Redemption Amount will be
6.1 (Redemption equal to:
by Instalments and Reference Price x Nominal Amount
Final Redemption) as determined by the Calculation
determined in accordance Agent
with: on the Redemption Determination Date
Not Applicable
* Redemption Payoff:
Not Applicable
* Redemption Unwind Costs:
Not Applicable
* Payoff Feature Unwind Costs:
100.00 per cent
* Reference Price:
(c) Fair Market Applicable
Value Redemption
Amount:
Not Applicable
* Fair Market Value Redemption Amount Percentage:
(d) Instalment Redemption Not Applicable
Amount determined
in accordance with:
(e) Physical Settlement: Not Applicable
(f) Clean-up Call Not Applicable
Option (General
Condition 6.7 (Clean-up
Call Option)):
20. Instalment Securities: Not Applicable
21. Credit Linked Securities: Not Applicable
22. Bond Linked Securities: Not Applicable
23. Linked Redemption Not Applicable
Security:
24. Early Redemption Trigger Event(s): Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
25. Payoff Features: Not Applicable
PROVISIONS APPLICABLE TO SECURED SECURITIES
26. Secured Security Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
27. (a) Form: Bearer Form:
Temporary Bearer Global Security
exchangeable for a Permanent Bearer
Global Security which
is exchangeable for Definitive Bearer
Securities only upon an Exchange
Event
(b) Notes in New Global Note form (NGN Notes) or Certificates in NGN Notes
New Global Note form (NGN
Certificates):
(c) Transfer of interest in Regulation S Global Securities: Transfers of Securities to IAIs:
Not Applicable
28. Business Day Convention for the purposes of "Payment Business Day" Modified Following Payment Business
election in accordance Day
with General Condition 5.6 (Payment Business Day):
29. Additional Financial Centre(s): London and New York City
30. Additional Business Centre(s): Not Applicable
31. Talons for future Coupons or Receipts to be attached to Definitive No
Bearer Securities and dates
on which such Talons mature:
32. Redenomination (for the purposes of General Condition 3.1): Not Applicable
33. (a) Redemption for tax reasons (General Condition 6.3 (Redemption Not Applicable
for tax reasons)):
(b) Special Tax Redemption (General Condition 6.4 (Special Tax Not Applicable
Redemption)):
(c) Redemption for FATCA Withholding (General Condition 6.5 Applicable
(Redemption for FATCA Withholding)):
(d) Regulatory Redemption or Compulsory Resales (General Condition Applicable
6.6 (Regulatory Redemption
or Compulsory Resales)):
(e) Events of Default (General Condition 10 (Events of Default)): Applicable
(f) Illegality and Force Majeure (General Condition 19 (Illegality Applicable
and Force Majeure)):
34. Gross Up (General Condition 8.2 (Gross Up)): Not Applicable
35. Calculation Agent: Crédit Agricole Corporate and
Investment Bank
36. Delivery Agent (Credit Linked Securities, Bond Linked Securities, Not Applicable
ETF Linked Securities subject
to physical delivery or Share Linked Securities subject to
physical delivery):
37. Business Day Convention: Not Applicable
38. Benchmark Provisions: As per the relevant Conditions
applicable to the Securities
OPERATIONAL INFORMATION
39. Branch of Account for the purposes of General Condition 5.5 Not Applicable
(General provisions applicable
to payments):
THIRD PARTY INFORMATION
Not Applicable
Signed on behalf of the Issuer:
By:
Duly authorised
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
Listing and admission to Application has been made
trading: by the relevant Issuer (or
on its behalf) for the Securities
to be admitted to trading
on London Stock Exchange's
regulated market with effect
from or as soon as practicable
after the Issue Date and to
be listed on the Official
List of the London Stock Exchange
(ii) Estimate of total expenses EUR 500 + GBP 1,967
related to admission to trading:
2. RATINGS
Ratings: The Securities to be issued
have not been rated
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save for any fees payable to the Dealer and any distributor
so far as the Issuer is aware, no person involved in
the issue of the Securities has an interest material
to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(i) Reasons for the offer: See "Use of Proceeds" wording
in Base Prospectus
(ii) Estimated net proceeds: 100.00 per cent. of the Aggregate
Nominal Amount less estimated
total expenses
(iii) Estimated total expenses: EUR 500 + GBP 1,947
5. YIELD
Not Applicable
6. HISTORIC INTEREST RATES
Not Applicable
7. PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING
THE UNDERLYING
Not Applicable
Post-issuance information
The Issuer does not intend to publish post-issuance information
in relation to any underlying element to which the Securities
are linked.
8. PERFORMANCE OF RATE[S] OF EXCHANGE AND OTHER INFORMATION
CONCERNING THE UNDERLYING
Not Applicable
9. DISTRIBUTION
(i) Method of distribution: Non-syndicated
(ii) If syndicated: Not Applicable
(iii) If non-syndicated, Crédit Agricole Corporate
name of Dealer and Investment Bank
(iv) Indication of the overall Not Applicable
amount of the underwriting
commission and of the placing
commission:
(v) U.S. Selling Restrictions Reg. S Compliance Category
2
Securities in Bearer Form
- TEFRA D
10. OPERATIONAL INFORMATION
(i) ISIN Code: XS1819075760
(ii) Temporary ISIN: Not Applicable
(iii) Common Code: 181907576
(iv) VALOREN Code: Not Applicable
(v) Other applicable security Not Applicable
identification number:
(vi) Relevant clearing system(s) Not Applicable
other than Euroclear Bank
S.A./N.V. and Clearstream
Banking, société
anonyme and the relevant
identification number(s):
(vii) Delivery: Delivery against payment
(viii) Names and addresses Not Applicable
of additional Paying Agent(s)
(if any):
(ix) Securities intended No
to be held in a manner which Whilst the designation is
would allow Eurosystem eligibility: specified as "no" at the date
of this Pricing Supplement,
should the Eurosystem eligibility
criteria be amended in the
future such that the Securities
are capable of meeting them,
the Securities may then be
deposited with one of the
ICSDs as common safekeeper.
Note that this does not necessarily
mean that the Securities will
then be recognised as eligible
collateral for Eurosystem
monetary policy and intraday
credit operations by the Eurosystem
at any time during their life.
Such recognition will depend
upon the ECB being satisfied
that Eurosystem eligibility
criteria have been met.
11. EU BENCHMARK REGULATION
EU Benchmark Regulation: Not Applicable
Article 29(2) statement on
benchmarks:
12. TERMS AND CONDITIONS OF THE OFFER
Not Applicable
ANNEX A - SUMMARY
(This Annex A forms part of these Final Terms to which it is
attached)
Summaries are made up of disclosure requirements known as
"Elements". These Elements are numbered in Sections A - E (A.1 -
E.7).
This summary contains all the Elements required to be included
in a summary for these types of securities and issuers. Some
Elements are not required to be addressed and accordingly there may
be gaps in the numbering sequence of the elements.
Even though an Element may be required to be inserted in the
summary because of the type of securities and issuers, it is
possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is
included in the summary with the mention of "Not Applicable".
Section A - Introduction and Warnings
A.1 Introduction This summary should be read as an introduction
and warnings to the Base Prospectus. Any decision to invest
in Securities should be based on consideration
of the Base Prospectus as a whole by the investor.
Where a claim relating to the information contained
in the Base Prospectus is brought before a court,
the plaintiff investor might, under the national
legislation of the Member States, have to bear
the costs of translating the Base Prospectus before
the legal proceedings are initiated.
Civil liability attaches only to those persons
who have tabled the summary, including any translation
thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with
the other parts of the Base Prospectus or it does
not provide, when read together with the other
parts of the Base Prospectus, key information in
order to aid investors when considering whether
to invest in the Securities.
------------------ --------------------------------------------------------
A.2 Consent for Not applicable. The Securities are not subject
use of Base to a Public Offer in the European Economic Area.
Prospectus
in subsequent
resale or
final placement,
indication
of offer
period and
conditions
to consent
for subsequent
resale or
final placement
and warning
------------------ --------------------------------------------------------
Section B - Issuer
B.1 Legal and Crédit Agricole CIB Financial Solutions (Crédit
commercial Agricole CIB FS or the Issuer).
name of the
Issuer
--------------------- -----------------------------------------------------------------------
B.2 Domicile Crédit Agricole CIB FS is a limited liability
and legal company incorporated in France as a "société
form of the anonyme" and whose registered office is located
Issuer, legislation at 12 place des États-Unis, CS 70052, 92
under which 547 Montrouge Cedex, France. As a French corporation
the Issuer having limited liability, Crédit Agricole
operates CIB FS is subject to articles L.225-1 and following
and country of Book 2 of the Code de commerce of France. As
of incorporation a financial institution, Crédit Agricole
of Issuer CIB FS is subject to articles L.511-1 and following
and L.531-1 and following of the Code monétaire
et financier of France.
--------------------- -----------------------------------------------------------------------
B.4b Known trends Known trends affecting the Issuer and the companies
affecting of the Crédit Agricole CIB Group (the Group),
Issuer and as well as the sectors in which the Group and
Issuer's the Issuer operate, include:
industries - the continuing evolution of the global economic
environment (Brexit, European migrant crisis,
instability in the Middle East and elections in
key countries);
- the reform of the solvency ratios under Basel
3 (CRR / CRD4), with the minimum requirement of
CET1 set at 4.5 per cent. in 2015 and for the
following years;
- the ongoing international debate on the harmonization
of accounting standards;
- the implementation of resolution mechanism both
at the national and European levels; and
- changes in the regulatory framework imposing
an ever more prudent treatment of the balance
sheet, including the management of indicators
based on the total balance sheet size, e.g. the
leverage ratio, the Minimum Required Eligible
Liabilities (MREL) from the European Bank Recovery
and Resolution Directive (BRRD), based on the
total liabilities and aimed at ensuring a minimum
level of eligible debt for a bail-in, Total Loss
Absorption Capacity (TLAC), as well as contributions
to the Single Resolution Fund or the Bank Levy.
--------------------- -----------------------------------------------------------------------
B.5 Description Please refer to Elements B.14 and B.16.
of group The Group includes Crédit Agricole CIB FS,
and Issuer's which is a consolidated subsidiary of Crédit
position Agricole CIB. Crédit Agricole CIB FS has
within the no subsidiaries.
group
--------------------- -----------------------------------------------------------------------
B.9 Profit forecast Not Applicable. Crédit Agricole CIB FS does
or estimate not make profit forecasts or estimates.
--------------------- -----------------------------------------------------------------------
B.10 Qualifications Not Applicable. There were no qualifications in
in audit the audit report on historical financial information
report on for Crédit Agricole CIB FS.
historical
financial
information
--------------------- -----------------------------------------------------------------------
B.12 Selected The following table shows Crédit Agricole
key financial CIB FS's selected key financial information as
information at and for the period ending 30 June 2018:
and no material Euros 30/06/2018 31/12/2017
adverse change (unaudited) (audited)
and no significant Total Balance Sheet 6,368,582,264 5,309,248,797
change statements Share capital 225,000 225,000
Result carried forward 22,901 (19,872)
Net result 0 (3,029)
The following table shows Crédit Agricole
CIB FS's selected key financial information as
at and for the period ending 31 December 2017:
Euros 31/12/2017 31/12/2016
(audited) (audited)
Total Balance Sheet 5,309,248,797 3,794,941,765
Share capital 225,000 225,000
Result carried forward (19,872) (21,469)
Net result (3,029) 1,597
Not Applicable. There has been no significant
change in the financial or trading position of
Crédit Agricole CIB FS since 30 June 2018.
There has been no material adverse change in the
prospects of Crédit Agricole CIB FS since
31 December 2017.
---------------------
B.13 Recent events Not Applicable. There have been no recent events
materially that are materially relevant to the evaluation
relevant of the solvency of Crédit Agricole CIB FS.
to evaluation
of Issuer's
solvency
B.14 Dependency Please refer to Elements B.5 and B.16.
of Issuer Crédit Agricole CIB FS is dependent on Crédit
on other Agricole CIB.
entities
within the
group
--------------------- -----------------------------------------------------------------------
B.15 Description Crédit Agricole CIB FS carries on business
of Issuer's as a finance company, issuing warrants, securities
principal and other financial instruments.
activities
--------------------- -----------------------------------------------------------------------
B.16 Description Crédit Agricole CIB is the immediate parent
of whether company of Crédit Agricole CIB FS with a
the Issuer 99.64 per cent. stake and therefore controls Crédit
is directly Agricole CIB FS.
or indirectly
owned or
controlled
and by whom
and nature
of such control
--------------------- -----------------------------------------------------------------------
B.17 Credit ratings Not Applicable. Crédit Agricole CIB FS does
assigned not have ratings.
to the issuer
or its debt
securities
at the request
or with the
cooperation
of the issuer
in the rating
process
--------------------- -----------------------------------------------------------------------
B.18 A description The payment of all amounts due in relation to
of the nature Securities are irrevocably and unconditionally
and scope guaranteed by Crédit Agricole CIB pursuant
of the guarantee to a guarantee dated 9 May 2018 (the Guarantee).
--------------------- --------------------------------------------------------------------------
B.19 Section B Please see the Elements below regarding Crédit
information Agricole CIB, as Guarantor.
about guarantor
as if it
were issuer
of the same
type of security
that is the
subject of
the guarantee.
Therefore
provide such
information
as required
for a summary
for the relevant
annex.
--------------------- ---------------------------------------------------------------------
B19/ Legal and Crédit Agricole Corporate and Investment
B.1 commercial Bank - Crédit Agricole CIB - CACIB (Crédit
name of the Agricole CIB or the Guarantor)
guarantor
--------------------- ---------------------------------------------------------------------
B.19/ Domicile Crédit Agricole Corporate and Investment
B.2 and legal Bank is a French Société Anonyme
form of the (joint stock company) with a Board of Directors
guarantor, governed by ordinary company law, in particular
legislation the Second Book of the French Commercial Code
under which (Code de commerce).
the guarantor Crédit Agricole Corporate and Investment
operates Bank's registered office is located at 12 place
and country des États-Unis, CS 70052, 92 547 Montrouge
of incorporation Cedex, France.
of guarantor Crédit Agricole Corporate and Investment
Bank is a credit institution approved in France
and authorised to conduct all banking operations
and provide all investment and related services
referred to in the French Monetary and Financial
Code (Code monétaire et financier). In
this respect, Crédit Agricole CIB is subject
to oversight of the European and French responsible
supervisory authorities, particularly the European
Central Bank and the French Prudential and
Resolution Supervisory Authority (ACPR). In
its capacity as a credit institution authorised
to provide investment services, Crédit
Agricole Corporate and Investment Bank is subject
to the French Monetary and Financial Code (Code
monétaire et financier), particularly
the provisions relating to the activity and
control of credit institutions and investment
service providers.
--------------------- ---------------------------------------------------------------------
B.19/ Known trends Known trends affecting the Guarantor and the
B.4b affecting companies of the Crédit Agricole CIB Group
guarantor (the Group), as well as the sectors in which
and guarantor's the Group and the Guarantor operate, include:
industries - the continuing evolution of the global economic
environment (Brexit, European migrant crisis,
instability in the Middle East and elections
in key countries);
- the reform of the solvency ratios under Basel
3 (CRR / CRD4), with the minimum requirement
of CET1 set at 4.5 per cent. in 2015 and for
the following years;
- the ongoing international debate on the harmonization
of accounting standards;
- the implementation of resolution mechanism
both at the national and European levels; and
- changes in the regulatory framework imposing
an ever more prudent treatment of the balance
sheet, including the management of indicators
based on the total balance sheet size, e.g.
the leverage ratio, the Minimum Required Eligible
Liabilities (MREL) from the European Bank Recovery
and Resolution Directive (BRRD), based on the
total liabilities and aimed at ensuring a minimum
level of eligible debt for a bail-in, Total
Loss Absorption Capacity (TLAC), as well as
contributions to the Single Resolution Fund
or the Bank Levy.
--------------------- ---------------------------------------------------------------------
B19/ Description Please refer to Elements B.19/B.14 and B.19/B.16.
B.5 of group Crédit Agricole CIB is directly owned
and guarantor's by Crédit Agricole S.A., the listed entity
position of the Crédit Agricole S.A. group (the
within the Crédit Agricole Group). Crédit Agricole
group CIB is the parent company of the Group. The
Group is the corporate and investment banking
arm of the Crédit Agricole Group.
--------------------- ---------------------------------------------------------------------
B.19/ Profit forecast Not Applicable. Crédit Agricole CIB does
B.9 or estimate not make profit forecasts or estimates.
--------------------- ---------------------------------------------------------------------
B.19/ Qualifications Not Applicable. There were no qualifications
B.10 in audit in the audit report on historical financial
report on information for Crédit Agricole CIB.
historical
financial
information
--------------------- ---------------------------------------------------------------------
B.19/ Selected The following table shows Crédit Agricole
B.12 key financial CIB's selected key financial information as
information at and for the period ending 31 December 2017:
and no material (consolidated data in 01/01/2017-31/12/2017
adverse change 01/01/2016-31/12/2016
and no significant millions of euros) (audited) (audited)
change statements Income statement
Revenues 4,999 4,936
Gross operating income 1,814 1,856
Net income 1,165 1,196
Net income (group share) 1,156 1,182
--------------- ---------------
(consolidated data in 31/12/2017 31/12/2016
billions of euros) (audited) (audited)
Total liabilities and 488.6 524.3
shareholders' equity
Loans and advances to 161.3 170.1
banks and customers
Due to banks and customers 151.0 154.9
Equity, Group Share 18.9 19.5
--------------- ---------------
Total shareholders' equity 19.0 19.6
Ratios of Crédit Agricole 31/12/2017 (Basel
3) 31/12/2016 (Basel 3)
CIB (unaudited) (unaudited)
Core Tier 1 solvency ratio 12.0% 11.7%
Tier 1 solvency ratio 16.2% 15.6%
Total solvency ratio 19.0% 18.1%
Selected key financial information of Crédit
Agricole CIB
(consolidated data in 30/06/2018 30/06/2017
millions of euros)
----------- -----------
Income statement
Net Banking Income 2,833 2,573
Gross operating income 1,099 922
Net income 778 638
Net income (group share) 774 632
(consolidated data in 30/06/2018 30/06/2017
billions of euros)
----------- -----------
Total liabilities and
shareholders' equity 514.8 506.9
Loans and receivables
to banks and customers 155.1 161.2
Due to banks and customers 164.3 156.1
Equity, Group Share 19.1 19.1
Total shareholders' equity 19.2 19.2
Ratios of Crédit 30/06/2018 30/06/2017
Agricole CIB
----------- -----------
Core Tier 1 solvency
ratio (Phased-in) 10.7% 12.1%
Tier 1 solvency ratio
(Phased-in) 14.7% 16.2%
Total solvency ratio
(Phased-in) 17.5% 19.0%
Not Applicable. There has been no significant
change in the financial or the trading position
of Crédit Agricole CIB since 30 June 2018.There
has been no material adverse change in the
prospects of Crédit Agricole CIB since
31 December 2017.]
--------------------- ---------------------------------------------------------------------
B.19/ Recent events 13. CHANGES IN TAX LEGISLATION IN FRANCE AND
B.13 materially THE UNITED STATES
relevant 13.1 Changes in French Tax Legislation
to evaluation The first Amending Finance Act for 2017 was
of guarantor's adopted definitively by the National Assembly
solvency on 14 November 2017. It was validated by the
Constitutional Council on 29 November 2017
and published in the Official Journal of the
French Republic on 2 December 2017. The second
for 2017 and the Finance Act for 2018 were
adopted in 21 December 2017 by the National
Assembly and published in the Official Journal
of the French Republic on 29 and 31 December
2017. The changes related to the corporate
income tax had significant effects on the accounts
of the Crédit Agricole Group at 31 December
2017.
(a) Changes to the French Corporate Income
Tax Rate in 2019/2022
The Finance Act for 2018 includes in Article
219-1 of the French General Tax Code a gradual
lowering of the corporate income tax rate with
the aim of bringing it down gradually to 25
per cent. in 2022 for all companies. For the
financial years 2019, 2020, 2021 and 2022,
the maximum normal rate, including a social
security tax of 3.3 per cent., will be reduced
to 32.023 per cent., 28.92 per cent., 27.37
per cent. and 25.83 per cent.
As a result, the deferred tax assets and liabilities
at 31 December 2017 were measured at the amount
that is expected to be paid to or received
from the tax authorities having regard to the
dates of repayment or the recoverability of
the deferred tax bases.
The impact on the consolidated financial statements
of the Group of this change in legislation
is an increase in the tax charge of EUR13 million.
(b) Exceptional Taxes on the Corporate Income
Tax of Large French Companies
Article 1 of the first Amending Finance Act
for 2017 creates two corporate income taxes
for the financial years ended between 31 December
2017 and 31 December 2018:
(i) An exceptional tax equal to 15 per cent.
of the corporate income tax due (before any
tax credits or tax debts of any kind are charged)
by corporates with revenues above EUR1 billion.
This exceptional tax raises the effective tax
rate to 39.43 per cent.
(ii) An additional tax equal to 15 per cent.
of the corporate income tax due (before any
reductions, tax credits or tax debts of any
kind are charged) by corporates with revenues
above EUR3 billion. This exceptional tax raises
the effective tax rate to 44.43 per cent.
The impact on the Group's net income is an
additional tax charge of EUR11.2 million.
13.2 Changes in United States Tax Legislation
Change in the Corporate Income Tax Rate in
the United States from 1 January 2018
The US tax reform law was signed in 22 December
2017 by President Trump and has therefore been
adopted definitively. Among other things, this
reform lowers the income tax rate for US corporations
from 35 per cent. to 21 per cent. for financial
years starting on or after 1 January 2018.
This reduction in the income tax rate has an
immediate effect on the deferred taxes of the
Group's US subsidiaries, mainly in the Large
Customers and Corporate and Investment Banking
business lines.
Factoring in the future reductions in the corporate
income tax in regard to the deferred tax assets
and liabilities of the Group's North American
companies, these reductions had an impact of
EUR70.5 million in 2017.
14. PRINCIPAL CHANGES IN THE SCOPE OF CONSOLIDATION
14.1 Disposal by Crédit Agricole CIB of
its Stake in Banque Saudi Fransi
On 20 September 2017, of the 31.1 per cent.
of Banque Saudi Fransi securities held, CACIB
sold 16.2 per cent. to Kingdom Holding Company
for the amount of EUR1.3 billion. This disposal
entails a notable loss of influence, and the
securities retained were revalued at their
fair value under the classification as available-for-sale
securities.
The impact of this sale and of the revaluation
of the securities retained, net of the Saudi
and French taxes associated with them, amounted
to EUR102 million booked as a portion of net
income for the period of the equity-accounted
entities at 31 December 2017.
14.2 Acquisition of Wealth Management Activities
from Crédit Industriel et Commercial in
Singapore and Hong Kong
On 2 December 2017, Indosuez Wealth Management
finalised the acquisition of the private banking
activities of Credit Industriel et Commercial
in Singapore and all the share capital of CIC
Investors Services in Hong Kong.
This transaction is part of Credit Agricole's
Medium-Term Plan, "Strategic Ambition 2020".
It will boost the presence of Indosuez Wealth
Management in the Group's wealth management
activities in Asia.
15. AGREEMENT FOR THE ACQUISITION OF THE MAJORITY
OF THE SHARE CAPITAL OF BANCA LEONARDO
Indosuez Wealth Management signed an agreement
for the acquisition of the majority of the
share capital of Banca Leonardo, a top-ranking
independent player in the asset management
business in Italy.
This buyback is part of the Credit Agricole
Medium-Term Plan "Strategic Ambition 2020",
which provides for targeted acquisitions for
the Group's Wealth Management activities. It
constitutes a major step for Indosuez Wealth
Management and allows it to reinforce its footprint
in Europe thanks to the inclusion of an entity
positioned on the second domestic market of
the Credit Agricole Group.
The transaction, which will be subject to approval
by the competent supervisory authorities, should
be finalised in the first half of 2018.
B.19/ Dependency Please refer to Elements B.19/B.5 and B.19/B.16.
B.14 of guarantor Crédit Agricole CIB is dependent on the
on other performance of its subsidiaries and affiliates.
entities
within the
group
B.19/ Description The principal activities of Crédit Agricole
B.15 of guarantor's CIB are mainly:
principal Financing: The financing business combines
activities structured financing and commercial banking
in France and abroad. Banking syndication is
involved in both of these activities.
Capital markets and investment banking: This
business includes capital markets, as well
as investment banking.
Wealth Management: The Wealth Management offers
a tailored approach allowing each individual
customer to manage, protect and transfer their
assets in a manner which best fits their aspirations.
Our teams offer expert and first class services
for the management of both private and business
assets.
--------------------- ---------------------------------------------------------------------
B.19/ Description Crédit Agricole S.A. is the immediate
B.16 of whether parent company of Crédit Agricole CIB
the guarantor with a 97.33 per cent. stake.
is directly
or indirectly
owned or
controlled
and by whom
and nature
of such control
--------------------- ---------------------------------------------------------------------
B.19/ Credit ratings The current ratings for Crédit Agricole
B.17 assigned CIB are as follows:
to the issuer Rating Agency Short Term Senior Long Term
or its debt Debt Debt
securities Fitch Ratings Limited F1 A+ stable outlook
at the request (Fitch)
or with the Moody's Investors Service Ltd Prime-1 A1 stable
cooperation outlook
of the issuer (Moody's)
in the rating Standard & Poor's Rating Services, A-1 A positive
process outlook
a division of Standard & Poor's
Credit Market Service Europe
Limited (S&P)
The credit ratings will be treated for the
purposes of Regulation (EC) No 1060/2009 on
credit rating agencies (as amended) (the CRA
Regulation) as having been issued by S&P, Moody's
and Fitch upon registration pursuant to the
CRA Regulation. S&P, Moody's and Fitch are
established in the European Union and have
registered under the CRA Regulation.
The Securities have not been rated
--------------------- ---------------------------------------------------------------------
Section C - Securities
C.1 Type and Type:
class of The securities (Securities) are notes (Notes) and
Securities are issued by the Issuer with the amount (if any)
being offered payable as interest being a floating rate (Floating
Rate Securities)
Identification Code:
The Securities will be uniquely identified by the
ISIN Code XS1819075760 and the Common Code 181907576.
------------------------- -----------------------------------------------------------
C.2 Currency Subject to compliance with all applicable laws,
regulations and directives, Securities may be issued
in any currency agreed between the relevant Issuer
and the relevant dealer at the time of issue.
The Securities will be denominated in United States
Dollar (USD) (the Specified Currency), interest
amounts (if any) will be payable in USD and any
amount payable on redemption will be in USD.
------------------------- -----------------------------------------------------------
C.5 Description The free transfer of the Securities is subject
of restrictions to the selling restrictions of the United States
on free transferability and the European Economic Area (including Luxembourg,
of the Securities Belgium, Finland, France, Germany, Ireland, Italy,
Norway, Portugal, Spain and the United Kingdom),
Australia, Brunei Darussalam, People's Republic
of China, Chile, Japan, Hong Kong, Singapore, South
Korea, Switzerland, Taiwan and The Philippines.
Securities offered and sold outside the United
States to non-U.S. persons in reliance on Regulation
S under the U.S. Securities Act of 1933, as amended
must comply with selling restrictions.
Securities held in a clearing system must be transferred
in accordance with the rules, procedures and regulations
of that clearing system.
C.8 Description The Securities are issued in a series (a Series)
of the rights having terms and conditions relating to, amongst
attaching other matters, the following.
to the Securities Guarantee
including The payment of nominal and interest in respect
ranking and of the Securities is unconditionally and irrevocably
including guaranteed by the Guarantor pursuant to the Guarantee.
any limitations
to those
rights
Secured Securities:
Not Applicable. The Securities are not secured.
Fair Market Value Redemption Amount:
The Fair Market Value Redemption Amount in respect
of a Security will be, in summary, equal to the
fair market value of the Securities as at (or about)
the date of early redemption, taking into account,
without limitation, the deduction of the Hedge
Amount but disregarding any collateral which has
been, or is required to be, delivered in connection
with the Securities and (only in case of a payment
event of default under the Securities or an insolvency
of the relevant Issuer) the financial condition
of the relevant Issuer.
If a Fair Market Value Redemption Amount has been
determined for any reason other than the occurrence
of a payment event of default under the Securities
or an insolvency of the relevant Issuer (the Pre-Default
FMVRA) and is unpaid on the date on which a payment
event of default under the Securities or an insolvency
occurs with respect to the relevant Issuer (the
Post-Default FMVRA Determination Date), then the
Pre-Default FMVRA will be deemed to be equal to
the Fair Market Value Redemption Amount determined
as of the Post-Default FMVRA Determination Date
(the Post-Default FMVRA) and the Post-Default FMVRA
shall disregard the financial condition of the
relevant Issuer and/or the Guarantor.
Hedge Amounts represent the losses or costs (expressed
as a positive number) to the relevant Issuer or
any affiliate thereof that are incurred or gains
(expressed as a negative number) of the relevant
Issuer or any affiliate thereof that are realised
in unwinding any hedging arrangements entered into
in respect of the relevant Securities (whether
by the Issuer, or indirectly through an affiliate),
provided that the determination of the Hedge Amount
shall (only in case of a payment event of default
with respect of the Securities or insolvency of
the relevant Issuer) disregard the financial condition
of the relevant Issuer. The Fair Market Value Redemption
Amount shall not be a negative number.
Events of Default:
Following the occurrence of one or more of the
following events (each, an Event of Default):
1. default in the payment of any nominal or interest
due on the Securities or the due date and such
default continues for a specified time after written
notice is received by the Issuer;
2. non-performance or non-observance by the Issuer
of any of their other respective obligations and
such default continues for a specified time after
written notice (except where such failure is incapable
of remedy when no notice will be required) is received
by the Issuer; or
3. if the Issuer becomes the subject of certain
prescribed insolvency or administration type proceedings;
the Securities will become due and payable upon
notice being given by the Securityholder.
Withholding tax:
All payments of nominal and interest by or on behalf
of the Issuer in respect of the Securities will
be made without withholding or deduction for or
on account of any present or future taxes or duties
of whatever nature imposed or levied by or on behalf
of France unless such withholding or deduction
is required by law or other laws to which the Issuer
or its agents agree to be subject and the Issuer
will be liable for any taxes or duties of whatever
nature imposed or levied by such laws, regulations,
directives or agreements.
Meetings:
The terms of the Securities contain provisions
for calling meetings of holders of the Securities
to consider matters affecting their interests generally.
These provisions permit defined majorities to bind
all holders, including holders who did not attend
and vote at the relevant meeting and holders who
voted in a manner contrary to the relevant majority.
Governing Law:
The Securities are governed by English law.
Ranking (status):
The Securities constitute direct, unsubordinated
and unsecured obligations of the Issuer.
Limitation of rights:
Prescription
The Securities will become void unless claims in
respect of nominal and/or interest are made within
a period of 10 years (in the case of nominal) and
five (5) years (in the case of interest) after
the date on which the relevant payment first becomes
due, except that, if the full amount of the moneys
payable has not been duly received by the principal
paying agent or the registrar, as the case may
be, on or prior to such due date, it means the
date on which, the full amount of such moneys having
been so received, notice to that effect is duly
given to the Securityholders in accordance with
General Condition 9 (Prescription)
Redemption following a Scheduled Payment Currency
Cessation Event:
A Scheduled Payment Currency Cessation Event means
that the Specified Currency ceases to exist at
any time as a lawful currency for any reason whatsoever,
as determined by the Calculation Agent in its sole
and absolute discretion.
Following the occurrence of a Scheduled Payment
Currency Cessation Event, the relevant Issuer,
in its sole and absolute discretion, may redeem
all, but not some only, of the Securities early
on a date to be specified by the Issuer, each Security
being redeemed at its Fair Market Value Redemption
Amount denominated at any currency selected by
the Calculation Agent or the currency then adopted
in France.
Redemption for FATCA Withholding:
The Issuer may redeem any or all FATCA Affected
Securities and, in circumstances where the Issuer
elects not to redeem a FATCA Affected Security,
the holder of such FATCA Affected Securities can
subsequently request the Issuer to redeem such
FATCA Affected Securities. The Securities will
be redeemed at the Fair Market Value Redemption
Amount.
A FATCA Affected Security means a Security in respect
of which (i) the Issuer or Guarantor (if it were
required to make a payment under the Guarantee
has or will become obliged to make any withholding
or deduction pursuant to an agreement described
in Section 1471(b) of the U.S. Internal Revenue
Code of 1986, as amended (the Code) or any withholding
or deduction otherwise imposed pursuant to Sections
1471 through 1474 of Code, or any fiscal or regulatory
legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into
in connection with the implementation of such sections
of the Code and (ii) such obligation cannot be
avoided by the Issuer taking reasonable measures
available to it.
Regulatory Redemption or Compulsory Resales:
The Issuer shall have certain rights to redeem
or require the sale of Securities at the expense
and risk of the holder of any Securities held by
or on behalf of a U.S. person who is not a qualified
purchaser (as defined in Section 2(a)(51) of the
U.S. Investment Company Act of 1940 and the rules
thereunder) at the time it purchases such Securities.
Redemption for Illegality and Force Majeure:
The Issuer has the right to terminate the Securities
in the case of illegality or force majeure.
------------------------- -----------------------------------------------------------
C.9 Interest, See Element C.8.
maturity Interest Accrual Periods and Rates of Interest:
and redemption The Interest Determination Dates for the Securities
provisions, are 2 London Business Days prior to the first day
yield and of each Interest Accrual Period.
representation The Interest Payment Dates for the Securities are
of the security-holders quarterly, on each 15 January, 15 April, 15 July,
15 October from and including 15 January 2019 up
to and including the Redemption Date.
The Interest Accrual Periods for the Securities
are the period beginning on (and including) the
Interest Commencement Date and ending on (but excluding)
the first Interest Payment Date and each successive
period beginning on (and including) an Interest
Payment Date and ending on (but excluding) the
next succeeding Interest Payment Date. Interest
Periods will not be adjusted in accordance with
the Business Day Convention.
The Interest Period Dates for the Securities are
Interest Payment Dates.
The Calculation Agent for the Securities is Crédit
Agricole CIB.
Redemption:
The Securities are scheduled to redeem on 15 October
2021 by payment of the Issuer of USD 30,000,000
The Securities are Floating Rate Securities. The
Securities will bear interest on the same basis
as the floating rate under a notional interest
rate swap transaction, or by reference to LIBOR.
The Securities will bear a floating rate of interest
from 15 October 2018 of three (3) -month USD-LIBOR-ICE
subject to a minimum rate of 2.55 per cent. per
annum and a maximum rate of 5.00 per cent. per
annum, payable quarterly in arrears on 15 January,
15 April, 15 July and 15 October in each year.
Three (3) -month USD-LIBOR-ICE means that the rate
for a Reset Date will be the rate for deposits
in U.S. Dollars for a period of three (3) months
which appears on the Reuters Screen LIBOR01 Page
as of 11:00 a.m., London time, on the day that
is two London Business Days preceding that Reset
Date.
Reset Date means the first day of the relevant
Interest Accrual Period
C.11 An indication Application has been made by the Issuer (or on
as to whether its behalf) for the Securities to be admitted to
the securities trading on the London Stock Exchange's regulated
offered are market with effect from or as soon as practicable
or will be after the Issue Date.
the object
of an application
for admission
to trading
on a regulated
market
------------------------- -----------------------------------------------------------
Section D - Risks
D.2 Key risk The following key risk factors relating to the
factors relating Crédit Agricole CIB FS as Issuer, its activities,
to the Issuers the market in which it operates, and its structure
may affect the capacity of the Issuer to fulfil
its obligations under the Securities issued under
the Programme:
- Creditworthiness of the Issuer and the Guarantor
The Securities constitute general and unsecured
contractual obligations of the Issuer and of no
other person and the Guarantee constitutes general
and unsecured contractual obligations of the Guarantor
and of no other person], which will rank equally
with all other unsecured contractual obligations
of the Issuer and the Guarantor, respectively,
and behind preferred liabilities, including those
mandatorily preferred by law. Securityholders rely
upon the creditworthiness of the relevant Issuer
and, as the case may be, the Guarantor and no other
person.
- Credit risk
Credit risk is the risk that a customer or counterparty
will be unable or unwilling to meet a commitment
that it has entered into with Crédit Agricole
CIB FS.
- Liquidity risk
Liquidity risk is the risk that Crédit Agricole
CIB FS will encounter difficulty in realising assets
or otherwise raising funds to meet commitments.
- Interest rate risk
Exposure to interest rate risk is the risk that
arises when there is an imbalance between rate
and non-rate sensitive assets, liabilities and
off balance sheet items.
- Foreign currency risk
Foreign currency risk is the risk that the value
of a financial instrument will fluctuate because
of changes in foreign exchange rates. Crédit
Agricole CIB FS foreign exchange exposure arises
from issuing debt in currencies other than Euro.
------------------ ---------------------------------------------------------
Section E - Offer
E.2b Reasons Not Applicable. The reasons for the offer and the
for offer net proceeds of the issue are for making profit
and use and hedging certain risks.
of proceeds
when different
from making
profit and/or
hedging
certain
risks
---------------- -------------------------------------------------------
E.3 Terms and The Securities are not offered to the public in
conditions the European Economic Area.
of offer
E.4 Interest Not Applicable. So far as the Issuer is aware,
material no person (other than Credit Agricole Corporate
to issue and Investment Bank as dealer and any distributor)
including involved in the offer of the Securities has an
conflicting interest material to the offer, including conflicting
interests interests.
E.7 Estimated Not Applicable. There are no expenses charged to
expenses the investor by the Issuer.
charged
to investor
---------------- -------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODFFMFSMFASEES
(END) Dow Jones Newswires
October 16, 2018 06:37 ET (10:37 GMT)
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