TIDM94YB
RNS Number : 1240K
Credit Agricole Corp & Inv Bank
23 August 2019
NOTICE TO HOLDERS OF SECURITIES
23 August 2019
Issue of EUR 1,950,000 Index Linked Redemption Securities due
August 2027
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: 3831 - ISIN: XS1996579840
(respectively, the "Programme" and the "Securities")
Reference is made to:
(1) the base prospectus relating to the Programme dated 8 May
2019 and its supplement dated 5 July 2019 which together constitute
a base prospectus for the purposes of the Prospectus Directive (the
"Base Prospectus");
(2) the Final Terms in respect of the Securities dated 16 August
2019 (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 Redemption Observation Date has been modified in "PART A -
CONTRACTUAL TERMS" of the Final Terms item 24(k)(vii) and in the
SUMMARY of the Final Terms, Element C.15.
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.
APPIX
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
(EU) 2016/97, 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 from time to time).
16 August 2019
FINAL TERMS
As Amended and Restated on 23 August 2019
Issue of EUR 1,950,000 Index Linked Redemption Securities due
August 2027
under the EUR50,000,000,000
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
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 8 May 2019 and the
supplement dated 5 July 2019 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: 3831
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities become fungible: Not Applicable
2 Specified Currency: Euro (EUR)
3 Aggregate Nominal Amount:
(a) Series: EUR 1,950,000
(b) Tranche: EUR 1,950,000
4 Issue Price: 99.80 per cent. of the Aggregate Nominal Amount
5 (a) Specified Denominations: EUR 1,000
(b) Minimum Trading Size: Not Applicable
(c) Calculation Amount: EUR 1,000
6 (a) Issue Date: 16 August 2019
(b) Trade Date(s): 1 August 2019
(c) Interest Commencement Date: Not Applicable
7 Redemption Date: 16 August 2027, subject to any early redemption date
8 Type of Notes:
(a) Interest: Not Applicable
(b) Redemption: Relevant Redemption Method(s):
For the purpose of determining the Early Redemption
Amount: Standard Redemption
For the purpose of determining the Final Redemption
Amount: Growth Redemption
Linked Redemption Security: Index Linked Redemption
Security
(Further particulars specified below in "PROVISIONS
RELATING TO REDEMPTION")
9 Date Board approval for issuance of Securities obtained: Authorisation given by the Board of Directors of
Crédit Agricole CIB Financial Solutions
dated 11 June 2019
10 Method of distribution: Non-syndicated
11 Asset Conditions: Applicable in accordance with Annex 1
Not Applicable
* Commodity Linked Asset Conditions:
Applicable
* Index Linked Asset Conditions:
Not Applicable
* FX Linked Asset Conditions:
Not Applicable
* Inflation Linked Asset Conditions:
Not Applicable
* Rate Linked Asset Conditions:
Not Applicable
* ETF Linked Asset Conditions:
Not Applicable
* Share Linked Asset Conditions:
Not Applicable
* Fund Linked Asset Conditions:
Not Applicable
* Multi-Asset Basket Linked Asset Conditions:
12 Alternative Currency Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13 Fixed Rate Security: Not Applicable
14 Floating Rate Security: 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
Observation Date
(see also paragraph 24(k)(vii) of
these Final Terms)
For the purposes of determining an
Early Redemption Amount, the Knock-out
Observation Date(i) on which the Knock-out
Early Redemption Trigger occurs
(as specified in paragraph 25(c) of
these Final Terms)
19 Redemption Method:
(a) Early Redemption Standard Redemption in accordance
Amount for the purposes with Annex 9, Paragraph 2
of General Condition The Early Redemption Amount will be
6.2 (Early Redemption equal to:
Trigger Events) determined Reference Price x Nominal Amount
in accordance with: as determined by the Calculation Agent
on the Redemption Determination Date.
(See also paragraph 25(c) below for
further information in relation to
the Knock-out Early Redemption Trigger).
- Redemption Payoff: Not Applicable
- Redemption Unwind Costs: Not Applicable
- Reference Price: In relation to an Early Redemption
Date(i) , the corresponding Reference
Price(i) as specified in the table
below: i Early Redemption Reference Price(i)
Date(i)
1 17 August 2020 104.87 per cent.
----------------- -------------------
2 16 August 2021 109.74 per cent.
----------------- -------------------
3 16 August 2022 114.61 per cent.
----------------- -------------------
4 16 August 2023 119.48 per cent.
----------------- -------------------
5 16 August 2024 124.35 per cent.
----------------- -------------------
6 18 August 2025 129.22 per cent.
----------------- -------------------
7 17 August 2026 134.09 per cent.
----------------- -------------------
(b) Final Redemption Growth Redemption in accordance with
Amount for the purposes Annex 9, Paragraph 4
of General Condition The Final Redemption Amount will be
6.1 (Redemption by Instalments equal to:
and Final Redemption) (Reference Price × Redemption
determined in accordance Payoff) × Nominal Amount
with: as determined by the Calculation Agent
on the Redemption Determination Date.
- Redemption Payoff: Determined in accordance with Standard
Digital to Participation Redemption
Payoff (as completed in paragraph
24(k)(vii) of these Final Terms) in
respect of which the Underlying is
an Index (as completed in paragraph
24(b) of these Final Terms)
Not Applicable
* Redemption Unwind Costs:
Not Applicable
* Payoff Feature Unwind Costs:
- Reference Price: 100.00 per cent.
(c) Fair Market Value Applicable
Redemption Amount:
- Hedge Amount: Applicable
Not Applicable
* Fair Market Value Redemption Amount Percentage:
(e) Instalment Redemption Not Applicable
Amount determined in
accordance with:
(f) Physical Settlement: Not Applicable
(g) Clean-up Call Option Not Applicable
(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 Preference Share Linked Not Applicable
Securities:
24 Linked Redemption Security: Applicable in accordance with Annex
1
(a) Commodity Linked Not Applicable
Redemption Security:
(b) Index Linked Redemption Applicable in accordance with Annex
Security: 1, Chapter 2
(i) Single Underlying: Applicable
Standard Redemption Payoff: Standard
* Applicable for the purposes of: Digital to Participation Redemption
(as completed in paragraph 24(k)(vii)
of these Final Terms)
Early Redemption Trigger Event: Knock-out
Early Redemption Trigger
(as completed in paragraph 25(c) of
these Final Terms)
EURO STOXX 50(R) Index
* Index:
No
* Custom Index:
As per Index Linked Asset Condition
* Exchange: 2
Applicable
* Multiple Exchange:
STOXX Limited, Zurich, Switzerland
* Index Sponsor:
EUREX
* Related Exchange:
Closing
* Valuation Time:
SX5E
* Bloomberg Ticker:
(ii) Basket: Not Applicable
(iii) Additional Disruption Applicable in accordance with Index
Event: Linked Asset Condition 3.4
(iv) Other Events: Applicable
(v) Averaging Date Disruption: Not Applicable
(vi) Observation Date(s): The Redemption Observation Date, the
Underlying Observation Date(1) , the
Underlying Observation Date(2) and
each Knock-out Observation Date(i)
(vii) Maximum Days of Eight (8) Index Scheduled Trading
Disruption: Days
(viii) Payment Extension Two (2) Payment Business Days
Days:
(ix) Clearance System: As specified in Index Linked Asset
Condition 2
(c) FX Linked Redemption Not Applicable
Security:
(d) Inflation Linked Not Applicable
Redemption Security:
(e) Rate Linked Redemption Not Applicable
Security:
(f) ETF Linked Redemption Not Applicable
Security:
(g) Share Linked Redemption Not Applicable
Security:
(h) Fund Linked Redemption Not Applicable
Security:
(i) Multi-Asset Basket Not Applicable
Linked Redemption Security:
(j) Combination Redemption Not Applicable
Payoff Provisions:
(k) Standard Redemption Applicable
Payoff Provisions:
(i) Standard Fixed Redemption: Not Applicable
(ii) Standard Floater Not Applicable
Redemption:
(iii) Standard Strangle Not Applicable
Redemption:
(iv) Standard Participation Not Applicable
Redemption:
(v) Standard Participation Not Applicable
Basket Redemption:
(vi) Standard Multi Fixed Not Applicable
Digital Redemption:
(vii) Standard Digital Applicable in accordance with
to Participation Redemption: Annex
5, Part B, Chapter 7
Applicable: Specified Dates
The Redemption Payoff
applicable to
a Redemption Determination
Date for
Securities for which Standard
Digital
to Participation Redemption
is applicable
shall be calculated on such
Redemption
Determination Date as
follows:
(i) if the Underlying
Value(xy) is
within Range(A) on the
Redemption
Observation Date, equal to
Fixed Percentage(1)
; or
(ii) if the Underlying
Value(xy) is
within Range(B) on the
Redemption
Observation Date, equal to
Fixed Percentage(2)
(iii) otherwise, equal to:
Leverage x
and expressed as a
percentage.
Redemption Determination Date for
* Applicable for the purposes of the following the purposes of determining the Final
Redemption Determination Date(s): Redemption Amount
Not Applicable
* Relevant Combination Redemption Payoff:
Not Applicable
* Applicable for the purposes of a Payoff Feature:
Not Applicable
* Cap:
Not Applicable
* Floor:
138.96 per cent.
* Fixed Percentage(1) :
100.00 per cent.
* Fixed Percentage(2) :
Not Applicable
* Fixed Percentage(3) :
Not Applicable
* Fixed Percentage(4) :
Not Applicable
* Fixed Percentage(5) :
Not Applicable
* Fixed Percentage(6) :
* Leverage: 1
For the purpose of Range(A) : 70.00
* Lower Limit: per cent. of Underlying(Observation2)
For the purpose of Range(B) : 60.00
per cent. of Underlying(Observation2)
Not Applicable
* Margin:
2 August 2027
* Redemption Observation Date(s):
Not Applicable
* Redemption Observation Period(s):
Index: EURO STOXX 50(R) Index
* Underlying(xy) : (with further information set out
in paragraph 24(b) of these Final
Terms)
Means the level of the Underlying(xy)
* Underlying Value(xy) : on the relevant Underlying Observation
Date
Not Applicable
* Underlying(z) :
The Redemption Observation Date
* Underlying Observation Date(s)(1) :
The Trade Date
* Underlying Observation Date(s)(2) :
Underlying Value(xy) on Underlying
* Underlying(Observation1) : Observation Date(1)
3,490.03(i.e. Underlying Value(xy)
* Underlying(Observation2) : on Underlying Observation Date(2)
)
Not Applicable
* Relevant Observation:
For the purpose of Range(A) : Infinity
* Upper Limit: For the purpose of Range(B) : 70.00
per cent. of Underlying(Observation2)
------------------------------------------------------------------
Lower Limit: Upper Limit: Range Underlying: Range:
------------------
Range(A) A value equal Infinity Index: EUROSTOXX On the relevant
to 70.00 50(R) Index Redemption
per cent. (with further Observation
of Range information Date, the
Underlying set out in Underlying
Value on paragraph Valuexy is
the Trade 24(b) of greater than
Date. these Final or equal
For the avoidance Terms) to the Lower
of doubt, Limit and
the Range lower than
Underlying the Upper
Value on Limit.
the Trade
Date is 3,490.03
------------------ ------------------- ------------------ ----------------
Range(B) A value equal A value equal
to 60.00 to 70.00
per cent. per cent.
of Range of Range
Underlying Underlying
Value on Value on
the Trade the Trade
Date. Date.
For the avoidance For the avoidance
of doubt, of doubt,
the Range the Range
Underlying Underlying
Value on Value on
the Trade the Trade
Date is 3,490.03 Date is 3,490.03
------------------ ------------------ ----------------
-------------------------------------------------------------------------------------------
(viii) Standard Multi Not Applicable
Fixed Basket Redemption:
(ix) Standard ABF Redemption: Not Applicable
(x) Standard Rainbow Not Applicable
Performance Redemption:
(xi) Standard Digital/Basket Not Applicable
Performance Redemption:
(xii) Standard Participation Not Applicable
Basket Performance Redemption:
(xiii) Standard Worst Not Applicable
of Basket Performance
Redemption:
(xiv) Standard Fixed Not Applicable
Range Accrual Redemption:
(xv) Standard Target Not Applicable
Volatility Redemption:
25 Early Redemption Trigger Applicable
Event(s):
(a) Issuer Call Early Not Applicable
Redemption Trigger:
(b) Investor Put Early Not Applicable
Redemption Trigger:
(c) Knock-out Early Redemption Applicable in accordance with Annex
Trigger: 8, Chapter 3 Specified Dates Applicable
If on any Knock-out Observation
Date, the Underlying Value of the
Underlying(r) is within the relevant
Range, the Issuer will redeem all,
but not some only, of the Securities
then outstanding at the Early Redemption
Amount on the corresponding Early
Redemption Date.
In relation to a Knock-out Observation
* Early Redemption Date(s): Date(i) , the corresponding Early
Redemption Date(i) as specified
in the table below: i Knock-out Observation Early Redemption
Date(i) Date(i)
1 3 August 2020 17 August 2020
---------------------- -----------------
2 2 August 2021 16 August 2021
---------------------- -----------------
3 2 August 2022 16 August 2022
---------------------- -----------------
4 2 August 2023 16 August 2023
---------------------- -----------------
5 2 August 2024 16 August 2024
---------------------- -----------------
6 4 August 2025 18 August 2025
---------------------- -----------------
7 3 August 2026 17 August 2026
---------------------- -----------------
Means each Knock-out Observation
* Knock-out Observation Date: Date(i) as specified in the table
above
Not Applicable
* Knock-out Observation Period:
On any Knock-out Observation Date,
* Range: the Underlying Value(r) is greater
than or equal to the Lower Limit
and lower than the Upper Limit
A value equal to 100.00 per cent.
* Lower Limit: of Range Underlying Value on the
relevant Knock-out Observation
Date.
Infinity
* Upper Limit:
Index: EURO STOXX 50(R) Index
* Range Underlying: (with further information set out
in paragraph 24(b) of these Final
Terms)
Index: EURO STOXX 50(R) Index
* Underlying(r) : (with further information set out
in paragraph 24(b) of these Final
Terms)
(d) Callable Knock-out Not Applicable
Early Redemption Trigger:
(e) Puttable Knock-out Not Applicable
Early Redemption Trigger:
(f) Target Early Redemption Not Applicable
Trigger:
(g) Knock-out Multi Underlying Not Applicable
Early Redemption Trigger:
(h) Knock-out Basket Not Applicable
Performance Early Redemption
Trigger:
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
26 Payoff Features: Not Applicable
PROVISIONS APPLICABLE TO SECURED SECURITIES
27 Secured Security Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
28 (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 NGN Notes
Note form (NGN Notes)
or Certificates in New
Global Note form (NGN
Certificates):
(c) Transfer of interest Transfers of Securities to IAIs:
in Regulation S Global Not Applicable
Securities:
29 Business Day Convention Following Payment Business Day
for the purposes of "Payment
Business Day" election
in accordance with General
Condition 5.6 (Payment
Business Day):
30 Additional Financial TARGET2
Centre(s):
31 Additional Business Centre(s): Not Applicable
32 Talons for future Coupons No
or Receipts to be attached
to Definitive Bearer
Securities and dates
on which such Talons
mature:
33 Redenomination (for the Not Applicable
purposes of General Condition
3.1):
34 (a) Redemption for tax Not Applicable
reasons (General Condition
6.3 (Redemption for tax
reasons)):
(b) Special Tax Redemption Not Applicable
(General Condition 6.4
(Special Tax Redemption)):
(c) Redemption for FATCA Applicable
Withholding (General
Condition 6.5 (Redemption
for FATCA Withholding)):
(d) Regulatory Redemption Applicable
or Compulsory Resales
(General Condition 6.6
(Regulatory Redemption
or Compulsory Resales)):
(e) Events of Default Applicable
(General Condition 10
(Events of Default)):
(f) Illegality and Force Applicable
Majeure (General Condition
19 (Illegality and Force
Majeure)):
35 Gross Up (General Condition Not Applicable
8.2 (Gross Up)):
36 Calculation Agent: Crédit Agricole Corporate
and Investment Bank
37 Delivery Agent: Not Applicable
38 Governing Law: English Law
39 Essential Trigger: Not Applicable
40 Business Day Convention: Not Applicable
41 Benchmark Provisions:
(a) Relevant Benchmark: Applicable as par the relevant
Additional Conditions applicable
to the Securities.
(b) Specified Public As per the definition in the Definitions
Source: Condition
(c) Additional Relevant Not Applicable
Rate Benchmark:
(d) Impacted Index: Not Applicable
(e) Close of Business Not Applicable
OPERATIONAL INFORMATION
42 Branch of Account for Not Applicable
the purposes of General
Condition 5.5 (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
(i) Listing and admission to trading: Application has been made by the relevant
Issuer (or on its behalf) for the Securities to
be admitted to trading on the 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's regulated market
(ii) Estimate of total expenses related to admission EUR 500 + GBP 337
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: EUR 1,950,000 less estimated total expenses
(iii) Estimated total expenses: EUR 500 + GBP 337
5 YIELD
Not Applicable
6 HISTORIC INTEREST RATES
Not Applicable
7 PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING THE UNDERLYING
Underlying: Where past and future performance and
volatility of the Underlying can be obtained:
Index: EURO STOXX 50(R) Index Bloomberg Ticker: SX5E
(Please also see the disclaimer attached to
these Final Terms as Annex B)
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 PREFERENCE SHARE UNDERLYING AND OTHER INFORMATION CONCERNING THE PREFERENCE
SHARE UNDERLYING
Not Applicable
9 PERFORMANCE OF RATES OF EXCHANGE AND OTHER INFORMATION CONCERNING THE UNDERLYING
Not Applicable
10 DISTRIBUTION
(a) Method of distribution: Non-syndicated
(b) If syndicated: Not Applicable
(iii) (c) If non-syndicated, name and address of Crédit Agricole Corporate and Investment
Dealer Bank
12, place des États-Unis
CS 70052
92 547 Montrouge Cedex
France
(iv) (d) Indication of the overall amount of the Not Applicable
underwriting commission and of the placing
commission:
(e) U.S. Selling Restrictions: Reg. S Compliance Category 2
Securities in Bearer Form -TEFRA D
11 OPERATIONAL INFORMATION
(a) ISIN Code: XS1996579840
(b) Temporary ISIN: Not Applicable
(c) Common Code: 199657984
(d) VALOREN Code: Not Applicable
(e) Other applicable security identification number: Not Applicable
(f) Relevant clearing system(s) other than Euroclear Not Applicable
Bank S.A./N.V. and Clearstream Banking,
société anonyme and the relevant
identification number(s):
(g) Delivery: Delivery against payment
(h) Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
(i) Securities intended to be held in a manner which No
would allow Eurosystem eligibility: Whilst the designation is specified as "no" at
the date of these Final Terms, 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.
12 EU BENCHMARK REGULATION
EU Benchmark Regulation : Amounts payable under the Securities
Article 29(2) statement on are calculated by reference to
benchmarks: the EURO STOXX 50(R) (SX5E) which
is provided by STOXX Limited.
As at the date hereof, such administrator
is not included in the register
of administrators and benchmarks
established and maintained by
the European Securities and Markets
Authority (ESMA) pursuant to
article 36 of the Benchmark Regulation
(Regulation (EU) 2016/1011).
13 TERMS AND CONDITIONS OF THE OFFER
Not Applicable
ANNEX A
(This Annex A forms part of these Final Terms to which it is
attached)
SUMMARY
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 and Guarantor
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, 92 547
under which 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 the Second Book of the French Code de commerce.
of incorporation As 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 French Code monétaire
et financier.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
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 the
Issuer's 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 no
within the 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 31 December 2018:
and no material Euros 31/12/2018 31/12/2017
adverse change (audited) (audited)
and no significant Total Balance Sheet 7,312,394,377 5,309,248,797
change statements Share capital 225,000 225,000
Result carried forward (22,901) (19,872)
Net result (18,704) (3,029)
Not Applicable. There has been no significant change
in the financial or trading position of Crédit
Agricole CIB FS since 31 December 2018. There has
been no material adverse change in the prospects
of Crédit Agricole CIB FS since 31 December
2018.
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 99.64
the Issuer 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.18 A description The payment of all amounts due in relation to Securities
of the nature are irrevocably and unconditionally guaranteed
and scope by Crédit Agricole CIB pursuant to a guarantee
of the guarantee dated 8 May 2019 (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 Bank
B.1 commercial - Crédit Agricole CIB - CACIB (Crédit
name of the Agricole CIB or the Guarantor)
guarantor
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.2 Domicile Crédit Agricole Corporate and Investment Bank
and legal is a French Société Anonyme (joint stock
form of the company) with a Board of Directors governed by
guarantor, ordinary company law, in particular the Second
legislation Book of the French Code de commerce.
under which Crédit Agricole Corporate and Investment Bank's
the guarantor registered office is located at 12 place des États-Unis,
operates CS 70052, 92 547 Montrouge Cedex, France.
and country Crédit Agricole Corporate and Investment Bank
of incorporation is a credit institution approved in France and
of guarantor authorised to conduct all banking operations and
provide all investment and related services referred
to in the French 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 Code monétaire
et financier, particularly the provisions relating
to the activity and control of credit institutions
and investment service providers.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.4b Known trends Known trends affecting the Guarantor and the companies
affecting of the Crédit Agricole CIB Group (the Group),
guarantor as well as the sectors in which the Group and the
and guarantor's 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 by Crédit
and guarantor's Agricole S.A., the listed entity of the Crédit
position Agricole S.A. group (the Crédit Agricole Group).
within the Crédit Agricole CIB is the parent company
group of the Group. The Group is the corporate and investment
banking arm of the Crédit Agricole Group.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.9 Profit forecast Not Applicable. Crédit Agricole CIB does not
or estimate make profit forecasts or estimates.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/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.
historical
financial
information
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.12 Selected The following table shows Crédit Agricole
key financial CIB's selected key financial information as at
information and for the period ending 31 December 2017: (consolidated data 01/01/2018-31/12/2018 01/01/2017-31/12/2017
and no material in millions of euros) (audited) (audited)
adverse change ====================== ======================
and no significant
change statements Income statement
Revenues 5,276 4,999
Gross operating income 1,955 1,814
Net income 1,485 1,165
Net income (group
share) 1,479 1,156
--------------- ---------------
(consolidated data 31/12/2018 31/12/2017
in billions of euros)
(audited) (audited)
====================== ======================
Total liabilities
and shareshareholders'
equity 511.7 488.6
Loans and advances
to banks and customers 153.5 161.3
Due to banks and
customers 170.8 150.9
Equity, Group Share 20.3 18.9
--------------- ---------------
Total shareholders'
equity 20.4 19.0
Ratios of Crédit 31/12/2018 (Basel 31/12/2017 (Basel
Agricole CIB 3) (unaudited) 3) (unaudited)
====================== ======================
Core Tier 1 solvency
ratio 11.5% 12.0%
Tier 1 solvency ratio 16% 16.2%
Total solvency ratio 18.9% 19.0%
Not Applicable. There has been no significant change
in the financial or the trading position of Crédit
Agricole CIB since 31 December 2018. There has
been no material adverse change in the prospects
of Crédit Agricole CIB since 31 December 2018.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.13 Recent events 1. Application of the new IFRS 9
materially In accordance with the IFRS standards and amendments
relevant adopted by the European Union on 22 November 2016,
to evaluation 3 November 2017 and 22 March 2018, Crédit
of guarantor's Agricole S.A. Group implemented the following provisions
solvency at 1 January 2018:
* application of IFRS 9 Financial instruments;
* early application of the amendment to Prepayment
Features with Negative Compensation.
The regulatory provisions for the application of
these texts to the Group's consolidated financial
statements are presented in Note 1 "Group accounting
policies and principles, assessments and estimates
applied".
The impact of the first application of the new
IFRS 9 standard, adopted with effect from 1 January
2018, is -EUR119 million on equity exclusively
Group share.
The detailed impacts of the application of IFRS
9 as at 1 January 2018 are presented in the notes
to the consolidated financial statements.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
2. Application of the new IFRS 15
IFRS 15, applicable from 1 January 2018, replacing
IAS 18, aims to homogenise accounting principles
relating to long-term manufacturing and construction
contracts, IT services contracts and licenses and
packaged sales of goods and services. It does not
apply to revenue from financial instruments (IFRS
9), leases (see new standard IFRS 16 applicable
from 1 January 2019) and revenue from insurance
contracts (IFRS 17 applicable from 1 January 2022).
The accounting consequences of this new standard
are limited for the Crédit Agricole group
insofar as group practices in the area of accounting
for commissions already respect this text.
The current rate of income recognition is in line
with the requirements of IFRS 15, whether the service
is provided at a point in time or over time. The
variable components of commissions (such as asset
management) are only entered when they are certain,
as required by IFRS 15.
With regard to real estate development, there was
a change in the recognition of the margin for "Off-Plan
Sales" in 2017. In accordance with a provision
of IAS 18 and best practice, a share of the margin
is recognised before the start of works on the
basis of the value of the land sold.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
3. Principal Changes in the Scope of Consolidation
- Acquisition of Banca Leonardo
On 3 May 2018, Indosuez Wealth Management finalised
the acquisition of 94.06% of the share capital
of Banca Leonardo, a leading independent wealth
management company in Italy, confirming the agreement
concluded in November 2017.
This purchase is part of Crédit Agricole's
Medium-Term Plan "Strategic Ambition 2020", which
provides for targeted acquisitions for the Group's
wealth management business. This is a milestone
for Indosuez Wealth Management, enabling it to
strengthen its presence in Europe by integrating
an entity that operates in Crédit Agricole
Group S.A.'s second domestic market.
In accordance with IFRS 3 (Revised), the balance
sheet of Banca Leonardo, as at 3 May 2018, reflects
the fair value of the assets acquired and the liabilities
assumed by the Group, which totalled EUR1.14 billion.
On this basis, goodwill in the amount of EUR22
million was recorded on the assets side of the
balance sheet.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
4. Banque Saudi Fransi dispute
Crédit Agricole CIB has received a Request
for Arbitration submitted by Banque Saudi Fransi
(BSF) before the International Chamber of Commerce.
The dispute relates to the performance of a Technical
Services Agreement between BSF and Crédit
Agricole CIB that is no longer in force.
On 7 August 2018, BSF quantified its claim at SAR
1,012 billion, the equivalent of about EUR232 million,
and reserved the right to submit additional claims.
The arbiters have been chosen and Crédit Agricole
CIB, which completely refutes BSF's allegations
and claim, filed its first response on 1 October
2018. The tribunal convened a procedural hearing
for the end of 2018 during which the rules governing
the arbitration were discussed in detail. The procedural
timetable is in the process of being set.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
5. Deposit Guarantee and resolution Fund and Single
Resolution Fund
The Deposit Guarantee and Resolution Fund was created
in 2013 by the Law on the Separation and Regulation
of Banking Activities of 26 July 2013, and essentially
takes over the tasks of the Deposit Guarantee Fund:
* Management and implementation of deposit and security
guarantee schemes in France. To this end, it has
raised ex-ante contributions from French
institutions.
* With regard to resolution, it acts as an intermediary
between the French institutions and the Single
Resolution Fund.
The Single Resolution Fund (SRF) was created in
2014. It is a supranational fund financed by eurozone
member states, notably enabling the pooling of
financial resources to be used for banking resolution.
The SRF will be gradually built up by contributions
from national resolution funds for a period of
eight years from 2016, to reach a target of at
least 1 per cent. of the covered deposits of all
approved credit institutions of the participating
member states combined by 2023.
Having observed a strong increase in deposits in
the participating member states, the SRF realised
that it needed to review the contribution calculation,
taking into account projection to 2023 of said
deposits; this new methodology resulted in an increase
in contributions in 2018. Charges entered at 31
December 2018 amount to -EUR157 million for the
Crédit Agricole CIB group.
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.14 Dependency Please refer to Elements B.19/B.5 and B.19/B.16.
of guarantor Crédit Agricole CIB is dependent on the performance
on other of its subsidiaries and affiliates.
entities
within the
group
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.15 Description The principal activities of Crédit Agricole
of guarantor's CIB are mainly:
principal Financing: The financing business combines structured
activities 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/B.16 Description Crédit Agricole S.A. is the immediate parent
of whether company of Crédit Agricole CIB with a 97.33
the guarantor per cent. stake.
is directly
or indirectly
owned or
controlled
and by whom
and nature
of such control
--------------------- ------------------------------------------------------------------------------------------------------------------------------
B.19/B.17 Credit ratings The current ratings for Crédit Agricole CIB
assigned are as follows:
to the issuer
or its debt
securities
at the request
or with the
cooperation
of the issuer
in the rating
process
---------------------
Rating Agency Short Term Senior Long
Term Debt Term Debt
---------------------
Fitch Ratings F1 A + stable
Limited (Fitch) outlook
Moody's Investors Prime-1 A1 positive
Service Ltd (Moody's) outlook
Standard & Poor's A-1 A+ stable outlook
Rating Services,
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.
Not Applicable. 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 payable
being offered on redemption being linked to an index (Linked
Redemption Securities).
The Securities may also be referred to as Index
Linked Securities if linked to an index.
Identification Code:
The Securities will be uniquely identified by the
ISIN Code XS1996579840and the Common Code 199657984.
---------------- ------------------------------------------------------------------------------------------------------------------
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 Euro (EUR)
(the Specified Currency), any amount payable on
redemption will be in EUR.
---------------- ------------------------------------------------------------------------------------------------------------------
C.5 Description The free transfer of the Securities is subject
of restrictions to the selling restrictions of the United States
on free and the European Economic Area (including Luxembourg,
transferability Belgium, France, Germany, Ireland, Italy, Norway,
of the Portugal, Spain and the United Kingdom), Australia,
Securities 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 Guarantee
Securities The payment of nominal in respect of the Securities
including is unconditionally and irrevocably guaranteed by
ranking the Guarantor pursuant to the Guarantee.
and including
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 and/or the Guarantor) the
financial condition of the relevant Issuer and/or
the Guarantor.
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 and/or
the Guarantor (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 and/or the Guarantor
(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, the Guarantor 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 and/or the
Guarantor) disregard the financial condition of
the relevant Issuer and/or the Guarantor. 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 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
or Guarantor 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 Guarantor (as the
case may be); or
3. if the Issuer becomes the subject of certain
prescribed insolvency or administration type proceedings;
or
4. the Guarantee ceases to be, or is claimed by
the Guarantor not to be, in full force and effect,
5. the Securities will become due and payable upon
notice being given by the Securityholder.
Withholding tax:
All payments of nominal by or on behalf of the
Issuer or the Guarantor 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, the Guarantor or its agents agree
to be subject and neither the Issuer nor the Guarantor
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 or the Guarantor 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.1 An indication Application has been made by the Issuer (or on
1 as to whether its behalf) for the Securities to be admitted to
the securities trading on the London Stock Exchange's regulated
offered market with effect from or as soon as practicable
are or will after the Issue Date.
be the object
of an
application
for admission
to trading
on a regulated
market
---------------- ------------------------------------------------------------------------------------------------------------------
C.1 Description The Securities are Linked Redemption Securities.
5 of how the The amount payable on redemption on the redemption
value of date will be on the basis of the Redemption Payoff
your investment which is calculated in accordance with Standard
is affected Digital to Participation Redemption and expressed
by the value as a percentage of the aggregate outstanding nominal
of the amount of the Securities, where the Underlying
underlying Value reflects the price, level or rate of the
assets relevant Underlying (without regard to any currency
of denomination of such price, level or rate, as
the case may be) at the relevant time and the Redemption
Determination Date(s) is 16 August 2027
Underlying(s): EURO STOXX 50(R) Index
Standard Digital to Participation Redemption is
applicable for Redemption Determination Date for
the purposes of determining the Final Redemption
Amount.
The Redemption Payoff is calculated on the Redemption
Determination Date as either (a) if the Underlying
Value is, on the Redemption Observation Date, equal
to or greater than 70.00 per cent. of Underlying(Observation2)
, being 138.96per cent. of the aggregate outstanding
nominal amount or (b) if the Underlying Value is,
on the Redemption Observation Date, equal to or
greater than 60.00 per cent. of Underlying(Observation2)
and lower than 70.00 per cent. of Underlying(Observation2)
, being 100.00 per cent. of the aggregate outstanding
nominal amount or (c) otherwise, being the result
of Leverage multiplied by Underlying(Observation1)
divided by Underlying(Observation2) multiplied
by the aggregate outstanding nominal amount
Redemption Observation Date is 2 August 2027
Leverage means 1.
Underlying(Observation) (1) means the Underlying
Value on the Redemption Observation Date.
Underlying(Observation) (2) means 3,490.03
Additional Disruption Events: Upon the occurrence
of an additional disruption event, the Securities
may be subject to adjustment or may be early redeemed
at the Fair Market Value Redemption Amount.
The occurrence of a hedging disruption, a change
of law or an increased cost of hedging affecting
the Issuer, the Guarantor and/or any of their respective
affiliates (as the case may be), as determined
by the Calculation Agent or the Issuer (as the
case may be), will constitute an additional disruption
event.
Market Disruption Events: With respect to EURO
STOXX 50(R) Index (the Underlying), upon the occurrence
of a market disruption event, the relevant observation
date relating to the Underlying may be subject
to postponement, the relevant payment date for
redemption may be subject to postponement, the
Securities may be early redeemed or the Calculation
Agent may determine its good faith estimate of
the level of the index.
Other events that have a material effect on the
Securities: If any other event, other than a market
disruption event and an additional disruption event,
occurs which the Calculation Agent determines,
acting in good faith, has a material effect on
the Securities, the Securities may be subject to
adjustment or may be early redeemed at the Fair
Market Value Redemption Amount.
Payoff Features:
Not Applicable. The Securities are not subject
to any features.
Options:
Not Applicable. There are no Securityholder options
in respect of the Securities.
Not Applicable. There are no Issuer options in
respect of the Securities.
Early Redemption Triggers:
The Securities may be redeemed prior to their stated
maturity upon the occurrence of certain events
and/or at the option of the Issuer or Securityholders,
each an Early Redemption Trigger as set out below:
Knock-out Early Redemption Trigger: Knock-out Early
Redemption Trigger is applicable. If on any Knock-out
Observation Date, a Knock-out Trigger occurs, the
Issuer will redeem all of the Securities at the
amount determined in accordance with the relevant
Redemption Method (as defined below) (the Early
Redemption Amount) with accrued interest, if any,
on the Early Redemption Date(i) (being each Early
Redemption Date(i) as specified in the table below).
Early Redemption Date(i) means in relation to a
Knock-out Observation Date(i) , the corresponding
Early Redemption Date(i) as specified in the table
below: i Knock-out Observation Early Redemption
Date(i) Date(i)
1 3 August 2020 17 August 2020
---------------------- -----------------
2 2 August 2021 16 August 2021
---------------------- -----------------
3 2 August 2022 16 August 2022
---------------------- -----------------
4 2 August 2023 16 August 2023
---------------------- -----------------
5 2 August 2024 16 August 2024
---------------------- -----------------
6 4 August 2025 18 August 2025
---------------------- -----------------
7 3 August 2026 17 August 2026
---------------------- -----------------
A Knock-out Early Redemption Trigger occurs if
the Underlying Value of the Underlying is greater
than or equal to the Lower Limit and lower than
the Upper Limit.
Underlying Value is the price, level or rate of
the relevant Underlying (without regard to any
currency of denomination of such price, level or
rate, as the case may be) at the relevant time. Underlying: Knock-out Upper Limit: Lower Limit:
Observation
Date:
Index: EURO In relation Infinity 100.00 per cent.
STOXX 50(R) to an Early of the Underlying
Index Redemption Value on the
Date, the Trade Date (i.e.
corresponding 1 August 2019)
Knock-out For the avoidance
Observation of doubt, the
Date as specified Underlying Value
in the table on the Trade
above Date
is equal to
3,490.03
------------------- ------------- -------------------
Redemption Method:
Unless previously redeemed or purchased and cancelled,
each Security will be finally redeemed by the Issuer,
in cash, at its Final Redemption Amount on 16 August
2027 (the Redemption Date). The aggregate outstanding
nominal amount in respect of the Securities as
at the issue date is EUR 1,950,000. The Final Redemption
Amount will be calculated in accordance with the
Growth Redemption method for determining the amount
due in respect of redemption of the Securities
(the Redemption Method).
The redemption amount in respect of early redeemed
Securities (the Early Redemption Amount) will be
calculated in accordance with the Standard Redemption
method.
Redemption Unwind Costs will be zero (0).
Standard Redemption means the Redemption Method
corresponding to the Early Redemption Amount. The
Early Redemption Amount applicable to the Securities
is calculated as the Reference Price multiplied
by the aggregate outstanding nominal amount.
Reference Price means the corresponding Reference
Price(i) as specified in the table below: i Early Redemption Reference Price(i)
Date(i)
1 17 August 2020 104.87 per cent.
----------------- -------------------
2 16 August 2021 109.74 per cent.
----------------- -------------------
3 16 August 2022 114.61 per cent.
----------------- -------------------
4 16 August 2023 119.48 per cent.
----------------- -------------------
5 16 August 2024 124.35 per cent.
----------------- -------------------
6 18 August 2025 129.22 per cent.
----------------- -------------------
7 17 August 2026 134.09 per cent.
----------------- -------------------
Growth Redemption means the Redemption Method corresponding
to the Final Redemption Amount. The Final Redemption
Amount applicable to the Securities is calculated
as the result of the Reference Price multiplied
by the Redemption Payoff calculated using the Standard
Redemption Payoff multiplied by the aggregate outstanding
nominal amount.
Reference Price means 100.00 per cent.
Standard Redemption Payoff means Standard Digital
to Participation Redemption.
---------------- ------------------------------------------------------------------------------------------------------------------
C.1 The expiration Subject to compliance with all relevant laws, regulations
6 or maturity and directives, the final redemption date of the
date of Securities is 16 August 2027.
derivative
Securities
- the exercise
date or
final reference
date.
---------------- ------------------------------------------------------------------------------------------------------------------
C.1 Settlement Securities will be delivered on 16 August 2019
7 procedure (the Issue Date) against payment of the Issue Price
of the Securities, being 99.80 per cent of the
Aggregate Nominal Amount.
Aggregate Nominal Amount means EUR 1,950,000.
The Securities are cleared through Euroclear/Clearstream,
Luxembourg and settlement will be in accordance
with the procedures and local practices relevant
to such clearing system.
---------------- ------------------------------------------------------------------------------------------------------------------
C.1 Procedure The value of an underlying will affect whether
8 on return the Securities redeem early and, the amount paid
on Securities on the redemption as set out in more detail in
Element C.8 and C.15.
---------------- ------------------------------------------------------------------------------------------------------------------
C.1 Final reference The final value of the underlying is calculated
9 price of by looking at the price, level or rate of the underlying
underlying (without regard to any currency of denomination
asset of such price, level or rate, as the case may be)
at the relevant time on the Redemption Determination
Date (being 16 August2027), as calculated by the
Calculation Agent.
---------------- ------------------------------------------------------------------------------------------------------------------
C.2 Type of The Underlying is an index (EURO STOXX 50(R) Index).Information
0 underlying relating to it can be found at Bloomberg Ticker
asset SX5E.
---------------- ------------------------------------------------------------------------------------------------------------------
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.
------------------- -----------------------------------------------------------------
D.6 Risk warning The Securities involve a high degree of risk. Investors
that investors should recognise that their Securities may mature
may lose worthless and should be prepared to sustain a total
value of loss of the purchase price of their Securities.
entire investment This risk reflects the nature of a Security as
and key risk an asset which, other factors held constant, tends
factors relating to decline in value over time and which may become
to the Securities worthless when it matures. Investors should be
experienced with respect to options and option
transactions, should understand the risks of transactions
involving the Securities and should reach an investment
decision only after careful consideration, with
their advisers, of the suitability of such Securities
in light of their particular financial circumstances.
Early redemption
Certain events or circumstances may lead to the
Securities being redeemed prior to their scheduled
redemption date. In such circumstances, Securityholders
may not be able to reinvest the redemption proceeds
so as to receive the return they might receive
on the Securities.
Potential losses arising on redemption
Investors should be aware that the Final Redemption
Amount may be less than the nominal amount of the
Securities. The Redemption Method applicable to
the Final Redemption Amount may be different to
the Redemption Method applicable to the Early Redemption
Amount.
Payments linked to an underlying asset
The Redemption Payoff in respect of the Securities
is linked to the value of the Underlying. Investors
should therefore appreciate that they are taking
a view on the value of the Underlying as it is
used for the purposes of determining the Redemption
Payoff.
Investors should be aware that:
(i) the market price of the Securities may be volatile;
(ii) movements in the Underlying(s) may adversely
affect the amount of nominal [and to be paid on
the Securities and may also affect the market value
of the Securities;
(iii) payment of nominal may occur at a different
time or in a different currency than expected;
(iv) the amount of nominal to be repaid may be
less than the stated nominal amount of the Securities
or may even be zero;
(v) the Underlying may be subject to significant
fluctuations that may not correlate with changes
in interest rates, currencies or other indices;
(vi) if the Underlying is applied to Securities
in conjunction with a multiplier greater than one
or contains some other leverage factor, the effect
of changes in the Underlying on nominal payable
likely will be magnified; and
(vii) the timing of changes in the Underlying may
affect the actual yield to investors, even if the
average level is consistent with their expectations.
In general, the earlier the change in the Underlying,
the greater the effect on yield.
Structured payments
The Securities are structured such that the amounts
payable in respect of nominal are subject to the
application of multipliers or leverage or other
similar factors, or a combination of those features
or other similar related features. The market value
of the Securities may therefore be even more volatile
than those for securities that do not include those
features.
Small changes in the value of the Underlying may
have disproportionate consequences on the Redemption
Payoff paid in respect of the Securities.
Amounts payable determined by reference to a formula
Amounts payable in respect of the Securities are
determined by reference to formulae, as described
in the Elements above. The Securities therefore
entail significant risks not associated with similar
investments in a conventional debt security. Investors
should fully understand the basis on which payments
in respect of the Securities will be determined
in accordance with the applicable Conditions and
should appreciate that neither the current nor
the historical value of the Underlying should be
taken as an indication of future performance of
Underlying.
Ranking of the Securities
The Securities and the Guarantee each constitute
general, unsecured, contractual obligations of
the Issuer and, as the case may be, the Guarantor
and of no other person. Any person who purchases
such Securities is relying upon the creditworthiness
of the Issuer and the Guarantor and has no rights
under the Conditions against any other person.
Conflicts of interest
Certain potential conflicts of interest exist or
may arise between Securityholders and certain other
parties, which have the potential to adversely
affect Securityholders.
Compounding of risks
Various risks relating to the Securities may be
correlated or compounded and such correlation and/or
compounding may result in increased volatility
in the value of the Securities and/or in increased
losses for Securityholders.
Legal and tax risks
Certain risks arise as a result of applicable law
(including applicable tax law) which have the potential
to adversely affect Securityholders.
Trading Securities in the secondary market
Securities may have no established trading market
when issued, and one may never develop.
If a market does develop, it may not be very liquid.
Therefore, investors may not be able to sell their
Securities easily or at prices that will provide
them with their anticipated yield or a yield comparable
to similar investments that have a developed secondary
market.
Credit ratings
Credit rating agencies may assign credit ratings
to the Securities. The ratings may not reflect
the potential impact of all the risks and other
factors that may affect the value of the Securities.
A reduction in the rating, if any, accorded to
the Securities, or of the outstanding debt securities
of the Issuer or the Guarantor could result in
a reduction in the trading value of the Securities.
Payments in a specified currency
The Issuer will pay amounts due on redemption on
the Securities and the Guarantor will make any
payments under the Guarantee in the Specified Currency.
This presents certain risks relating to currency
conversions if an investor's financial activities
are denominated principally in a different currency.
The capital invested in the Securities is at risk.
Consequently, the amount a prospective investor
may receive on redemption of its Securities may
be less than the amount invested by it and may
be zero (0).
------------------- -----------------------------------------------------------------
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
---------------- -------------------------------------------------------
ANNEX B
(This Annex B forms part of these Final Terms to which it is
attached)
EURO STOXX 50 (R) Index - INDEX SPONSOR DISCLAIMER
STOXX Limited, Deutsche Borse Group and their licensors,
research partners or data providers have no relationship to Crédit
Agricole CIB, other than the licensing of the EURO STOXX 50(R)
index and the related trademarks for use in connection with the
product.
STOXX, Deutsche Borse Group and their licensors, research
partners or data providers do not:
>> sponsor, endorse, sell or promote the product.
>> recommend that any person invest in the products or any
other securities.
>> have any responsibility or liability for or make any
decisions about the timing, amount or pricing of products.
>> have any responsibility or liability for the
administration, management or marketing of the products.
>> consider the needs of the products or the owners of the
products in determining, composing or calculating the EURO STOXX
50(R) index or have any obligation to do so.
STOXX, Deutsche Borse Group and their licensors, research
partners or data providers give no warranty, and exclude any
liability (whether in negligence or otherwise), in connection with
the products or their performance.
STOXX does not assume any contractual relationship with the
purchasers of the products or any other third parties.
Specifically,
>> STOXX, Deutsche Borse Group and their licensors,
research partners or data providers do not give any warranty,
express or implied, and exclude any liability about:
- The results to be obtained by the products, the owner of the
products or any other person in connection with the use of the EURO
STOXX 50(R) index and the data included in the EURO STOXX 50(R)
index;
- The accuracy, timeliness, and completeness of the EURO STOXX
50(R) index and its data;
- The merchantability and the fitness for a particular purpose
or use of the EURO STOXX 50(R) index and its data;
- The performance of the products generally.
>> STOXX, Deutsche Borse Group and their licensors,
research partners or data providers give no warranty and exclude
any liability, for any errors, omissions or interruptions in the
EURO STOXX 50(R) index or its data;
>> Under no circumstances will STOXX, Deutsche Borse Group
or their licensors, research partners or data providers be liable
(whether in negligence or otherwise) for any lost profits or
indirect, punitive, special or consequential damages or losses,
arising as a result of such errors, omissions or interruptions in
the EURO STOXX 50(R) index or its data or generally in relation to
the products, even in circumstances where STOXX, Deutsche Borse
Group or their licensors, research partners or data providers are
aware that such loss or damage may occur.
The licensing Agreement between Crédit Agricole CIB and STOXX is
solely for their benefit and not for the benefit of the owners of
the products or any other third parties.
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
IODSEFFIDFUSEDA
(END) Dow Jones Newswires
August 23, 2019 11:34 ET (15:34 GMT)
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