TIDM94YB

RNS Number : 7335O

Credit Agricole Corp & Inv Bank

03 October 2019

2 October 2019

NOTICE TO HOLDERS OF SECURITIES

Issue of USD 10,000,000 Callable Rate Linked Interest Credit Linked Notes on Hutchison Whampoa Limited due June 2027

issued by

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

(the "Issuer")

pursuant to the EUR50,000,000,000 Structured Debt Instruments Issuance Programme

ISIN: XS1566938046

Series: 4028

(respectively, the "Programme" and the "Securities")

Reference is made to:

(1) the base prospectus relating to the Programme dated 10 May 2017 as supplemented from time to time (the "Base Prospectus");

(2) the final terms in respect of the Securities dated 1 August 2017 (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, at the request of 100 per cent. of the holders of all outstanding Securities, 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 CORPORATE AND INVESTMENT BANK

APPIX - AMED AND RESTATED FINAL TERMS

1 August 2017

FINAL TERMS

As amended and restated on 2 October 2019

Issue of USD 10,000,000 Callable Rate Linked Interest Credit Linked Notes on Hutchison Whampoa Limited due December 2029

under the EUR50,000,000,000

Structured Debt Instruments Issuance Programme

(the Programme)

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 10 May 2017 and any supplement thereto which together constitute a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the 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:                                        4028 
        (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 10,000,000 
        (b) Tranche:                                              USD 10,000,000 
    4   Issue Price:                                              100 per cent. of the Aggregate Nominal Amount 
    5         (a) Specified Denominations:                        USD 1,000,000 
        (b) Minimum Trading Size:                                 Not Applicable 
              (c) Calculation Amount:                             USD 1,000,000 
    6         (a) Issue Date:                                     1 August 2017 
              (b) Trade Date(s):                                  18 July 2017 
                                          (c) Interest            Issue Date 
                                          Commencement Date: 
    7   Redemption Date:                                          30 December 2029 (the Scheduled Redemption Date), 
                                                                  subject to Annex 2 (Credit Linked Conditions) 
                                                                  and paragraph 21 of these Final Terms and to any early 
                                                                  redemption date 
    8   Type of Securities: 
        (a) Interest:                                             Linked Interest Security: Rate Linked Interest 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 Early Redemption 
                                                                  Amount: Standard Redemption 
                                                                  For the purpose of determining the Final Redemption 
                                                                  Amount: Standard Redemption 
                                                                  Credit Linked Security 
                                                                  (Further particulars specified below in "PROVISIONS 
                                                                  RELATING TO REDEMPTION") 
        (c) Other:                                                Not Applicable 
    9   Date Board approval for issuance of Securities and        Deed of Guarantee executed by the Guarantor on 10 
        Guarantee obtained:                                       February 2017 
   10   Method of distribution:                                   Non-syndicated 
   11   Asset Conditions:                                         Applicable in accordance with Annex 1 
        - Commodity Linked Asset Conditions:                      Not Applicable 
        - Index Linked Asset Conditions:                          Not Applicable 
        - FX Linked Asset Conditions:                             Not Applicable 
        - Inflation Linked Asset Conditions:                      Not Applicable 
        - Rate Linked Asset Conditions:                           Applicable 
        - ETF Linked Asset Conditions:                            Not Applicable 
        - Share Linked Asset Conditions                           Not Applicable 
        - Multi-Asset Basket Linked 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:                                   Not Applicable 
   15   Linked Interest Security:                                 Applicable subject to Annex 2 (Credit Linked 
                                                                  Conditions) and paragraph 21 of these Final Terms 
              (a) Applicable to:                                  All Interest Accrual Periods 
              (b) Interest Payment Date(s):                       Quarterly on 30 March, 30 June, 30 September and 30 
                                                                  December in each year from and including 
                                                                  30 September 2017 to and including the Scheduled 
                                                                  Redemption Date. 
                                                                  There will be a short first Interest Accrual Period 
                                                                  from and including the Interest Commencement 
                                                                  Date to but excluding 30 September 2017 
              (c) Interest Period Dates:                          Quarterly on 30 March, 30 June, 30 September and 30 
                                                                  December in each year from and including 
                                                                  30 September 2017 to and including the Scheduled 
                                                                  Redemption Date. 
              (d) Interest Determination Date(s):                 Two (2) London and U.S. Government Securities Business 
                                                                  Days immediately preceding the relevant 
                                                                  Interest Payment Date 
              (e) Business Day Convention for the purposes of     Not Applicable 
              adjustment of "Interest Accrual Periods" in 
              accordance sub-paragraph (h) below): 
              (f) Additional Business Centres:                    Not Applicable 
              (g) Day Count Fraction:                             30/360 
              (h) Interest Accrual Periods:                       Interest Accrual Periods will be unadjusted 
              (i) Determination Date(s):                          Not Applicable 
        (j) Calculation Agent responsible for calculating the     Crédit Agricole Corporate and Investment Bank 
        Linked Interest Rate and the Interest 
        Amount: 
 15A    Commodity Linked Interest Security:                       Not Applicable 
 15B    Index Linked Interest Security:                        Not Applicable 
 15C    FX Linked Interest Security:                           Not Applicable 
 15D    Inflation Linked Interest Security:                    Not Applicable 
 15E    Rate Linked Interest Security:                         Applicable in accordance with Annex 1, Chapter 5 
              (a) Single Underlying:                           Not Applicable 
              (b) Basket:                                      Applicable 
                                                                i 
                *    Basket: 
                                                                Standard Interest Payoff : 
               *    Applicable for the purposes of:               *    Standard Range Accrual Interest 
 
 
                                                                 (see also paragraph 15J(f) of these Final Terms) 
                                                                  *    Standard Fixed Range Accrual Interest 
 
 
                                                                 (see also paragraph 15J(l) of these Final Terms) 
 
 
 
 
 For the purposes of the Global Underlying and Underlying(i) : 
  Underlying:      Benchmark      Determination      Floating      Designated     Reset 
                       Rate:        of Benchmark    Rate Option:     Maturity:     Date: 
                                    Rate Level: 
      Global         3 months                      USD-LIBOR-ICE    Three (3)    The first 
    Underlying     USD-LIBOR-ICE                     (formerly        months     day of the 
                                                      known as                    relevant 
                                                   USD-LIBOR-BBA)                 Interest 
                                                                                  Accrual 
                                                                                   Period 
                 ---------------  --------------  ---------------  -----------  ----------- 
   Underlying1x      USD-CMS                        USD - ISDA-       Thirty     Each Range 
                     30 years                        Swap Rate         (30)       Accrual 
                                                      provided        years       Day (as 
                                                      that the                    defined 
                                                     definition                      in 
                                                      of USD -                   paragraph 
                                                     ISDA- Swap                  15J(f) of 
                                                      Rate as                       this 
                                                      set out                     Pricing 
                                                    in the ISDA                  Supplement 
                                                    Definitions 
                                                      shall be 
                                                      amended 
                                                       by the 
                                                      deletion 
                                                    of the words 
                                                     "two U.S. 
                                                     Government 
                                                     Securities 
                                                      Business 
                                                        Days 
                                                    preceding". 
                 ---------------                  ---------------  -----------  ----------- 
   Underlying1y      USD-CMS                                        Two (two) 
                      2 years                                          years 
                 ---------------                  ---------------  -----------  ----------- 
   Underlying2       3 months                      USD-LIBOR-ICE    Three (3) 
                  USD-LIBOR-ICE                      (formerly        months 
                    (formerly                         known as 
                     known as                      USD-LIBOR-BBA) 
                        3M             ISDA 
                  USD-LIBOR-BBA)   Determination 
                 ---------------  --------------  ---------------  -----------  ----------- 
 Where the ISDA Definitions state that the determination of the relevant Floating Rate Option 
  will be pursuant to any requirement for the Calculation Agent to request quotes from Reference 
  Banks. or Reference Dealers or major banks pursuant to the ISDA Definitions, such requirement 
  to make requests for quotations for rates from, and the provision of quotations for rates 
  by, the requisite number of Reference Banks, Reference Dealers or major banks may be effected 
  by reference to and using quotations or tradable market prices which are made available by 
  such Reference Banks, Reference Dealers via electronic data providers or electronic trading 
  platforms. For the purposes of the preceding sentence, the terms "Reference Banks" and "Reference 
  Dealers" shall have the meanings set out in the ISDA Definitions. 
  If the fallback as set out in the definition of the Floating Rate Option pursuant to the ISDA 
  Definitions does not produce a result, the Calculation Agent shall determine the rate acting 
  in good faith and in a commercially reasonable manner. 
                       (c) Additional Disruption Event:                                                Applicable in accordance with Rate Linked Asset Condition 
                                                                                                       2 
                       (d) Specified Currency:                                                         USD 
                       (e) Observation Date(s):                                                        In respect of each Underlying(i) : each Range Accrual Day 
                                                                                                       In respect of the Global Underlying: each Interest 
                                                                                                       Observation Date 
                                                                                                       (as defined in paragraph 15J(f) and 15J(l) of these Final 
                                                                                                       Terms) 
       15F       ETF Linked Interest Security:                                                         Not Applicable 
       15G                         Share Linked Interest Security:                                                Not Applicable 
       15H                         Multi-Asset Basket Linked Interest Security:                                   Not Applicable 
       15I                         Combination Interest Payoff Provisions:                                        Not Applicable 
       15J                         Standard Interest Payoff Provisions:                                           Not Applicable 
                                         (a) Standard Fixed Interest:                                             Not Applicable 
                                         (b) Standard Floating Interest:                                          Not Applicable 
                                         (c) Standard Floater Interest:                                           Not Applicable 
                                         (d) Standard Inverse Floater Interest:                                   Not Applicable 
                                         (e) Standard Participation Interest:                          Not Applicable 
                                   (f) Standard Range Accrual Interest:                                     Applicable in accordance with Annex 5, Part A, Chapter 
                                                                                                                                       6 
                                                                                                              The Linked Interest Rate applicable to an Interest 
                                                                                                                    Accrual Period for Securities for which 
                                                                                                               Standard Range Accrual Interest is applicable in 
                                                                                                                 respect of such Interest Accrual Period shall 
                                                                                                                           be calculated as follows: 
                                                                                                              Accrual Factor OUT x Min(Cap,Max(Floor,(Leverage x 
                                                                                                                     Global Underlying Value + Margin(1) ) 
                                                                                                                         and expressed as a percentage 
                                                                                                             The Accrual Factor OUT is calculated as the number of 
                                                                                                                    Range Accrual Days during the relevant 
                                                                                                             Interest Observation Period on which each Underlying 
                                                                                                                  Value(i) is within the Underlying Value(i) 
                                                                                                            Range divided by the total number of Range Accrual Days 
                                                                                                                     in the relevant Interest Observation 
                                                                                                                                    Period. 
                                                                                                       The following Interest Accrual Periods: each Interest 
                                           *    Applicable Interest Accrual Period:                    Accrual Period from and including 30 
                                                                                                       June 2018 up to and but excluding the Scheduled Redemption 
                                                                                                       Date 
                                                                                                       Not Applicable 
                                           *    Applicable for the purposes of the Combination 
                                                Interest Payoff: 
                                                                                                       Not Applicable 
                                           *    Relevant Combination Interest Payoff: 
                                                                                                       Not Applicable 
                                           *    Applicable for the purposes of a Payoff Feature: 
                                                                                                       Infinity 
                                           *    Cap: 
                                                                                                       0.00% per annum 
                                           *    Floor: 
                                                                                                       Each date falling two (2) London Business Days immediately 
                                           *    Interest Observation Date(s):                          preceding the relevant Interest 
                                                                                                       Payment Date 
                                                                                                       Period from and including each date falling two (2) London 
                                           *    Interest Observation Period(s):                        and U.S. Government Securities 
                                                                                                       Business Days immediately preceding the relevant Interest 
                                                                                                       Payment Date to and including the 
                                                                                                       date falling two (2) London and U.S. Government Securities 
                                                                                                       Business Days prior to the immediately 
                                                                                                       succeeding Interest Payment Date 
                                                                                                       Not Applicable 
                                           *    Interest Observation Period Cut-Off Date: 
 
                                           *    Leverage:                                              1.00 
 
                                           *    Margin(1) :                                            2.00% 
                                                                                                       Not Applicable 
                                           *    Margin(2) : 
                                                                             Each calendar day falling within the relevant Interest Observation Period. 
                                           *    Range Accrual Day(s):         In respect of the Underlying(1) , for any calendar day of the relevant 
                                                                              Interest Observation 
                                                                              Period which is not a U.S. Government Securities Business Day, the Underlying 
                                                                              Value(1) shall 
                                                                              be deemed to be the value ascribed to the Underlying(1) on the immediately 
                                                                              preceding U.S. 
                                                                              Government Securities Business Day. 
                                                                              In respect of the Underlying(2) , for any calendar day of the relevant 
                                                                              Interest Observation 
                                                                              Period which is not London Business Day, the Underlying Value(2) shall be 
                                                                              deemed to be the 
                                                                              value ascribed to the Underlying(2) on the immediately preceding London 
                                                                              Business Day. 
                                                                             Not Applicable 
                                           *    Accrual Factor IN: 
                                                                             Applicable 
                                           *    Accrual Factor OUT: 
                                                                             Not Applicable 
                                           *    a: 
                                                                             Not Applicable 
                                           *    b: 
                                                                             Benchmark Rate: 3 months USD-LIBOR-ICE 
                                           *    Global Underlying:            (with further information set out in paragraph 15E of these Final Terms) 
                                                                             Not Applicable 
                                           *    Relevant Observation: 
                                                                                                                                                             ------ 
 i               Underlying(i)     Lower                                                                          Upper      Underlying Value(i) Range: 
                  ,                 Limit(i)                                                                      Limit(i) 
                  Underlying(ix)    :                                                                             : 
                  and 
                  Underlying(iy) 
 1               Combination       The Lower                                                                      Infinity   Range 
                  of                Limits                                                                                   Rangemeans that on the relevant 
                  Underlying(1x)    applicable                                                                               Range Accrual Day each Underlying 
                  and               to the                                                                                   Value(i) is greater than 
                  Underlying(1y)    Interest                                                                                 or equal to the Lower Limit(i) and 
                  : Subtraction     Observation                                                                              lower than or equal to the Upper 
                  Underlying(1x)    Periods                                                                                  Limit(i) 
                  : USD-CMS 30      which 
                  years             fall within 
                  Underlying(1y)    the following 
                  : USD-CMS 2       periods 
                  years             shall 
                  (with further     be as 
                  information       set out 
                  set out in        below: 
                  paragraph 15E     1. from 
                  of these Final    and including 
                  Terms)            the Interest 
                                    Commencement 
                                    Date to 
                                    but excluding 
                                    30 September 
                                    2019: 
                                    0.00 per 
                                    cent. 
                                    per annum 
                                    2. from 
                                    and including 
                                    30 September 
                                    2019 to 
                                    but excluding 
                                    30 September 
                                    2020: 
                                    - (minus) 
                                    0.20 per 
                                    cent. 
                                    per annum 
                                    3. from 
                                    and including 
                                    30 September 
                                    2020 to 
                                    but excluding 
                                    30 September 
                                    2021: 
                                    - (minus) 
                                    0.10 per 
                                    cent. 
                                    per annum 
                                    4. from 
                                    and including 
                                    30 September 
                                    2021 to 
                                    but excluding 
                                    the Redemption 
                                    Date: 
                                    -(minus) 
                                    0.05 per 
                                    cent. 
                                    per annum 
                ----------------  -----------------------------------------------------------------------------  ---------  -------------------------------------- 
 2               Underlying(i)     - (minus)                                                                      6.00 per 
                  : 3 months        Infinity                                                                       cent. 
                  USD-LIBOR-ICE 
                  (with further 
                  information 
                  set out in 
                  paragraph 15E 
                  of these Final 
                  Terms) 
                ----------------  -----------------------------------------------------------------------------  ---------  -------------------  ----------  ----- 
 
 
 
                                                               (g) Standard Power Interest:                      Not Applicable 
                                                               (h) Standard Dual Range Accrual                   Not Applicable 
                                                                Interest: 
                                                               (i) Standard Multi Fixed                          Not Applicable 
                                                                Digital Interest: 
                                                               (j) Standard Digital to Participation             Not Applicable 
                                                                Interest: 
                                                               (k) Standard Multi Fixed                          Not Applicable 
                                                                Basket Interest: 
                                                               (l) Standard Fixed Range                          Applicable in accordance with 
                                                                Accrual Interest:                                 Annex 5, Part A, Chapter 12 
                                                                                                                       Linear Applicable 
                                                                                                                   The Linked Interest Rate 
                                                                                                                          applicable 
                                                                                                                 to an Interest Accrual Period 
                                                                                                                   for Securities for which 
                                                                                                                           Standard 
                                                                                                                 Fixed Range Accrual Interest 
                                                                                                                  is applicable in respect of 
                                                                                                                 such Interest Accrual Period 
                                                                                                                    shall be calculated as 
                                                                                                                           follows: 
                                                                                                                  Fixed Rate x Accrual Factor 
                                                                                                                 and expressed as a percentage 
                                                                                                           The following Interest Accrual 
                              *    Applicable Interest Accrual Period:                                      Periods: each Interest Accrual 
                                                                                                            Period from and including the 
                                                                                                            Interest Commencement Date to 
                                                                                                            but excluding 30 June 2018 
                                                                                                           Not Applicable 
                              *    Applicable for the purposes of the Combination 
                                   Interest Payoff: 
                                                                                                           Not Applicable 
                              *    Applicable for the purposes of a Payoff Feature: 
                                                                                                           6.20 per cent. per annum 
                              *    Fixed Rate: 
                                                                                                           Not Applicable 
                              *    Fixed Rate (n): 
                                                                                                           Period from and including each 
                              *    Interest Observation Period(s):                                          date falling two (2) London and 
                                                                                                            U.S. Government Securities Business 
                                                                                                            Days immediately preceding the 
                                                                                                            first day of the relevant Interest 
                                                                                                            Accrual Period to and including 
                                                                                                            the date falling two (2) London 
                                                                                                            and U.S. Government Securities 
                                                                                                            Business Days immediately preceding 
                                                                                                            the last day of that Interest 
                                                                                                            Accrual Period 
                                                                                                           Not Applicable 
                              *    Interest Observation Period Cut-Off Date: 
                                                                                                           Each calendar day within the 
                              *    Range Accrual Day(s):                                                    relevant Interest Observation 
                                                                                                            Period. 
                                                                                                            In respect of the Underlying(1) 
                                                                                                            , for any calendar day of the 
                                                                                                            relevant Interest Observation 
                                                                                                            Period which is not a U.S. Government 
                                                                                                            Securities Business Day, the 
                                                                                                            Underlying shall be deemed to 
                                                                                                            be the value ascribed to the 
                                                                                                            Underlying(1) on the immediately 
                                                                                                            preceding U.S. Government Securities 
                                                                                                            Business Day Business Day. 
                                                                                                            In respect of the Underlying(2) 
                                                                                                            , for any calendar day of the 
                                                                                                            relevant Interest Observation 
                                                                                                            Period which is not London Business 
                                                                                                            Day, the Underlying Value(2) 
                                                                                                            shall be deemed to be the value 
                                                                                                            ascribed to the Underlying(2) 
                                                                                                            on the immediately preceding 
                                                                                                            London Business Day. 
                                                                                                           Not Applicable 
                              *    a: 
                                                                                                           Not Applicable 
                              *    b: 
            i   Underlying(i)              Lower Limit(i)           Upper       Underlying Value(i) 
                  and Underlying(ix)         :                        Limit(i)    Range: 
                  and Underlying(iy)                                  : 
             1   Combination                The Lower Limits         Infinity         Range(1) 
                  of Underlying(1x)          applicable to                          Range(1) means 
                  and Underlying(1y)         the Interest                            that on the 
                  : Subtraction              Observation Periods                    relevant Range 
                  Underlying(1x)             which fall within                       Accrual Day 
                  : USD-CMS                  the following                         each Underlying 
                  30 years Underlying(1y)    periods shall                           Value(i) is 
                  : USD-CMS                  be as set out                           greater than 
                  2 years                    below:                                  or equal to 
                  (with further              5. from and including                the Lower Limit(i) 
                  information                the Interest                           and lower than 
                  set out in                 Commencement                            or equal to 
                  paragraph                  Date to but excluding                the Upper Limit(i) 
                  15E of these               30 September 
                  Final Terms)               2019: 0.00 per 
                                             cent. per annum 
                                             6. from and including 
                                             30 September 
                                             2019 to but excluding 
                                             30 September 
                                             2020: - (minus) 
                                             0.20 per cent. 
                                             per annum 
                                             7. from and including 
                                             30 September 
                                             2020 to but excluding 
                                             30 September 
                                             2021: - (minus) 
                                             0.10 per cent. 
                                             per annum 
                                             8. from and including 
                                             30 September 
                                             2021 to but excluding 
                                             the Redemption 
                                             Date: -(minus) 
                                             0.05 per cent. 
                                             per annum 
                -------------------------  -----------------------  ----------  -------------------- 
             2   Underlying(i)              - (minus) Infinity       6.00 per 
                  : 3 months                                          cent. 
                  USD-LIBOR-ICE 
                  (with further 
                  information 
                  set out in 
                  paragraph 
                  15E of these 
                  Final Terms) 
                -------------------------  -----------------------  ----------  -------------------- 
 
                                                               (m) Standard ABF Interest:                        Not Applicable 
                                                               (n) Standard Annualised Performance               Not Applicable 
                                                                Interest: 
                                                               (o) Standard Rainbow Performance                  Not Applicable 
                                                                Interest: 
                                                               (p) Standard Fixed Range                          Not Applicable 
                                                                Accrual Basket Performance 
                                                                Interest: 
                                                               (q) Standard Multi Fixed                          Not Applicable 
                                                                Digital Basket Performance 
                                                                Interest: 
                                                                     (r) Standard Participation                  Not Applicable 
                                                                      Basket Performance Interest: 
                 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 Date(s):                                                          For the purposes of determining 
                                                                                                                  the Final Redemption Amount and 
                                                                                                                  subject to Annex 2 (Credit Linked 
                                                                                                                  Conditions) and paragraph 21 of 
                                                                                                                  these Final Terms: the Redemption 
                                                                                                                  Date 
                                                                                                                  For the purposes of determining 
                                                                                                                  an Early Redemption Amount and 
                                                                                                                  subject to Annex 2 (Credit Linked 
                                                                                                                  Conditions) and paragraph 21 of 
                                                                                                                  these Final Terms: the relevant 
                                                                                                                  Early Redemption Date 
                                                                                                                  (as specified in paragraph 24(a) 
                                                                                                                  of these Final Terms) 
                 19   Redemption Method: 
                      (a) Early Redemption Amount for                                                                  Standard Redemption, in accordance 
                       the purposes of General Condition                                                               with Annex 9, Paragraph 2, subject 
                       6.2 (Early Redemption Trigger                                                                  to Annex 2 (Credit Linked Conditions) 
                       Events) determined in accordance                                                                  and paragraph 21 of these Final 
                       with:                                                                                           Terms, the Early Redemption Amount 
                                                                                                                                will be equal to: 
                                                                                                                        Reference Price x Nominal Amount 
                                                                                                                        as determined by the Calculation 
                                                                                                                      Agent on the Redemption Determination 
                                                                                                                                      Date. 
                                                                                                                       (See also paragraph 24(a) of these 
                                                                                                                       Final Terms for further information 
                                                                                                                         in relation to the Issuer Call 
                                                                                                                            Early Redemption Trigger) 
                                                                                                                         Any such calculation is without 
                                                                                                                         prejudice to General Condition 
                                                                                                                      6.8 which will apply for the purposes 
                                                                                                                         of any early redemption amount 
                                                                                                                        calculated in accordance with the 
                                                                                                                        conditions referred to in General 
                                                                                                                        Condition 6.8 (Fair Market Value 
                                                                                                                              Redemption Amounts). 
                             - Redemption Payoff:                                                                Not Applicable 
                             - Redemption Unwind Costs:                                                          Not Applicable 
                             - Reference Price:                                                                  100 per cent. 
                      (b) Final Redemption Amount for                                                                  Standard Redemption, in accordance 
                       the purposes of General Condition                                                               with Annex 9, Paragraph 2, subject 
                       6.1 (Redemption by Instalments                                                                 to Annex 2 (Credit Linked Conditions) 
                       and Final Redemption) determined                                                                  and paragraph 21 of these Final 
                       in accordance with:                                                                             Terms, the Final Redemption Amount 
                                                                                                                                will be equal to: 
                                                                                                                        Reference Price x Nominal Amount 
                                                                                                                        as determined by the Calculation 
                                                                                                                      Agent on the Redemption Determination 
                                                                                                                                      Date. 
                             - Redemption Payoff:                                                                Not Applicable 
                             - Redemption Unwind Costs:                                                          Not Applicable 
                             - Payoff Feature Unwind Costs:                                                      Not Applicable 
                             - Reference Price:                                                                  100 per cent. 
                             (c) Fair Market Value Redemption                                                    Applicable 
                              Amount:                                                                             Not Applicable 
                              - Fair Market Value Redemption 
                              Amount Percentage: 
                      (d) Instalment Redemption Amount                                                           Not Applicable 
                       determined in accordance with: 
                      (e) Physical Settlement:                                                                   Not Applicable 
                      (f) Clean-up Call Option (General                                                          Not Applicable 
                       Condition 6.7 (Clean-up Call 
                       Option)): 
                 20   Instalment Securities:                                                                     Not Applicable 
                 21   Credit Linked Securities:                                                                  Applicable in accordance with 
                                                                                                                 Annex 2 (Credit Linked 
                                                                                                                 Conditions) 
                      (a) Type of Credit Linked Securities:                                                      Single Reference Entity CLS 
                      (b) Reference Entity:                                                                      Hutchison Whampoa Limited 
                      (c) Specified Currency(ies):                                                               Standard Specified Currencies 
                      (d) Maximum Maturity:                                                                      30 years 
                      (e) Reference Obligation(s):                                                               Applicable 
                            The obligation identified as 
                             follows: 
                             - Primary Obligor:                                                                  Hutchison Whampoa International 
                                                                                                                  09 Ltd 
                             - Maturity:                                                                         9 April 2019 
                             - Coupon:                                                                           7.6250 per cent. per annum 
                             - CUSIP/ISIN:                                                                       USG4672UAA37 
                                                                                                                 USD 1,500,000,000 
                                                       *    Original Issue Amount: 
                                    (f) Standard Reference Obligation(s):                                        Applicable - the Reference 
                                                                                                                 Obligation(s) set out at 
                                                                                                                 paragraph 
                                                                                                                 21(e) above shall be the Standard 
                                                                                                                 Reference Obligation unless 
                                                                                                                 and until ISDA publishes a 
                                                                                                                 Standard Reference Obligation 
                                                                                                                 on the SRO List, in which case, 
                                                                                                                 if such Standard Reference 
                                                                                                                 Obligation is different from 
                                                                                                                 the Reference Obligation set 
                                                                                                                 out above, such Standard 
                                                                                                                 Reference 
                                                                                                                 Obligation shall prevail and 
                                                                                                                 replace the Reference Obligation 
                                                                                                                 set out above. 
                                           - Seniority Level:                                                    Senior Level 
                                    (g) Non-Reference Entity Original                                            Not Applicable 
                                     Non-Standard Reference Obligation(s): 
                                    (h) Scheduled Redemption Date:                                               30 December 2029, provided 
                                                                                                                 that if a payment or delivery 
                                                                                                                 obligation is specified to 
                                                                                                                 be made on such date and such 
                                                                                                                 date is not a Payment Business 
                                                                                                                 Day, the holder shall instead 
                                                                                                                 be entitled to payment or 
                                                                                                                 delivery 
                                                                                                                 on the next following Payment 
                                                                                                                 Business Day unless such date 
                                                                                                                 would thereby fall into the 
                                                                                                                 next calendar month, in which 
                                                                                                                 event such date for payment 
                                                                                                                 or delivery shall be brought 
                                                                                                                 forward to the immediately 
                                                                                                                 preceding Payment Business 
                                                                                                                 Day 
                                    (i) Calculation Agent responsible                                            Crédit Agricole 
                                     for making calculations and                                                 Corporate 
                                     determinations pursuant to Annex                                            and Investment Bank 
                                     2 (Credit Linked Conditions): 
                                    (j) CLS Business Day:                                                        London and New York 
                                                                                                                 City 
                                    (k) Relevant Time:                                                           Greenwich Mean Time 
                                    (l) All Guarantees:                                                          Applicable 
                                    (m) Credit Event:                                                            Bankruptcy 
                                                                                                                  Failure to Pay 
                                                                                                                  Restructuring 
                                           - Payment Requirement (Failure                                        $1,000,000 or its 
                                            to Pay):                                                             equivalent 
                                                                                                                 in the Obligation 
                                                                                                                 Currency 
                                                                                                                 as of the occurrence of 
                                                                                                                 the relevant Failure to 
                                                                                                                 Pay 
                                                                                                                 $10,000,000 or its 
                                             *    Default Requirement (Obligation Acceleration,                  equivalent 
                                                  Obligation Default, Repudiation/Moratorium,                    in the Obligation 
                                                  Restructuring):                                                Currency 
                                                                                                                 as of the occurrence of 
                                                                                                                 the relevant Credit 
                                                                                                                 Event 
                                                                                                                 Applicable 
                                             *    Restructuring (Additional provisions (if any) where 
                                                  Restructuring is specified as applicable in paragraph 
                                                  21(m) above): 
                                    (n) Financial Reference Entity                                               Not Applicable 
                                     Terms 
                                    (o) Obligation Category:                                                     Bond or Loan 
                                    (p) Obligation Characteristic(s):                                            Not Subordinated 
                                                                                                                  Not Sovereign Lender 
                                                                                                                  Not Domestic Currency 
                                                                                                                  Not Domestic Issuance 
                                                                                                                  Not Domestic Law 
                                    (q) Settlement Method:                                                       Physical Settlement 
                                                                                                                 Not Applicable 
                                             *    Fallback Settlement Method: 
                                                                                                                 Not Applicable 
                                             *    Terms relating to Cash Settlement: 
                                                                                                                 Applicable 
                                             *    Partial Cash Settlement:                                       Partial Cash Settlement 
                                                                                                                 Date: As determined in 
                                                                                                                 accordance 
                                                                                                                 with the Credit Linked 
                                                                                                                 Conditions 
                                                                                                                 Securityholder shall 
                                             *    Physical Settlement Procedure (Credit Linked                   deliver 
                                                  Condition 4.7(a)):                                             10 Business Days prior 
                                                                                                                 to 
                                                                                                                 the Physical Settlement 
                                                                                                                 Date the documents 
                                                                                                                 specified 
                                                                                                                 in Credit Linked 
                                                                                                                 Condition 
                                                                                                                 4.7(a) (Procedure by 
                                                                                                                 Securityholders) 
                                                                                                                 As determined in 
                                             *    Physical Settlement Period:                                    accordance 
                                                                                                                 with the definition of 
                                                                                                                 Physical 
                                                                                                                 Settlement Period in 
                                                                                                                 Part 
                                                                                                                 10 (Definitions) of 
                                                                                                                 Annex 
                                                                                                                 2 (Credit Linked 
                                                                                                                 Conditions) 
                                                                                                                 Five (5) Business Days 
                                             *    Notice Cut-Off Date: 
                                                                                                                 Not Applicable 
                                             *    Escrow: 
                                                                                                                 Not Applicable 
                                             *    Escrow Agent: 
                                    (r) Deliverable Obligation Category:                                         Bond or Loan 
                                    (s) Deliverable Obligation Characteristic(s):                                Not Subordinated 
                                                                                                                 Specified Currency 
                                                                                                                 Not Sovereign Lender 
                                                                                                                 Not Domestic Law 
                                                                                                                 Not Domestic Issuance 
                                                                                                                 Assignable Loan 
                                                                                                                 Transferable 
                                                                                                                 Maximum Maturity: 30 
                                                                                                                 years 
                                                                                                                 Not Bearer 
                                    (t) Subordinated European Insurance                                          Not Applicable 
                                     Terms 
                                                  (u) Capped Reference Entity(ies):                              Applicable - the 
                                                                                                                 Reference 
                                                                                                                 Entity is a Capped 
                                                                                                                 Reference 
                                                                                                                 Entity 
                                    (v) LPN Reference Entity:                                                    Not Applicable 
                                    (w) Floating Rate Payer Calculation                                          As per the Credit Linked 
                                     Amount:                                                                     Conditions 
                                    (x) Excluded Obligation:                                                     Not Applicable 
                                    (y) Obligation:                                                              As per the Credit Linked 
                                                                                                                 Conditions 
                                    (z) Deliverable Obligation:                                                  As per the Credit Linked 
                                                                                                                 Conditions 
                                    (aa) Excluded Deliverable Obligation:                                        Not Applicable 
                                    (bb) Domestic Currency:                                                      As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                    (cc) Domestic Law:                                                           As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                    (dd) Cessation of Interest Accrual                                           CIA Type 1 
                                     (Credit Linked Condition 3.1): 
                                    (ee) Settlement at Maturity:                                                 Not Applicable 
                                    (ff) Notice Delivery Period:                                                 Determined in accordance 
                                                                                                                 with 
                                                                                                                 the definition of Notice 
                                                                                                                 Delivery 
                                                                                                                 Period in Part 10 
                                                                                                                 (Definitions) 
                                                                                                                 of Annex 2 (Credit Linked 
                                                                                                                 Conditions) 
                                    (gg) Notice of Publicly Available                                            Applicable 
                                     Information: 
                                    (hh) Public Source:                                                          As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                    (ii) Settlement Currency:                                                    USD 
                                    (jj) Hedge Amount:                                                           Applicable One-Way 
                                                                                                                 Hedge 
                                                                                                                 Amount 
                                    (kk) Quotations:                                                             Applicable 
                                          - Quotation Amount:                                                    As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                          - Minimum Quotation Amount:                                            As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                          - Valuation Time:                                                      As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                          - CLS Dealer:                                                          As per Credit Linked 
                                                                                                                 Condition 
                                                                                                                 10 
                                    (ll) Deliverable/Valuation Obligation                                        Not Specified - 
                                     Accrued Interest:                                                           Calculation 
                                                                                                                 Agent to determine 
                                    (mm) Credit Event Backstop Date:                                             Trade Date 
                                    (nn) Event Determination Date:                                               Including prior to the 
                                                                                                                 Trade 
                                                                                                                 Date: Not Applicable 
                                    (oo) Extension Date:                                                         Scheduled Redemption 
                                                                                                                 Date 
                                                                                                                 (or such later date 
                                                                                                                 determined 
                                                                                                                 in accordance with the 
                                                                                                                 Credit 
                                                                                                                 Linked Conditions) 
                                    (pp) Grace Period (for the purposes                                          Not Applicable 
                                     of sub-paragraph (b) in the 
                                     definition of "Grace Period" 
                                     in Credit Linked Condition 10): 
                                    (qq) Grace Period Extension:                                                 Not Applicable 
                                    (rr) Limitation Date Adjustment:                                             Not Applicable 
                                    (ss) Redemption following a                                                  Applicable 
                                     Merger Event (Credit Linked 
                                     Condition 2.8): 
                                    (tt) Additional Disruption Event:                                            Change of Law is 
                                                                                                                 applicable 
                                                                                                                 Hedging Disruption is 
                                                                                                                 applicable 
                                                                                                                 Increased Cost of 
                                                                                                                 Hedging 
                                                                                                                 is not applicable 
                                    (uu) Qualifying Participation                                                None 
                                     Seller requirements: 
                                    (vv) Additional Provisions:                                                  Not Applicable 
                                    (ww) Quantum of the Claim:                                                   Applicable 
          22          Bond Linked Securities:                                                                    Not Applicable 
          23          Linked Redemption Security:                                                                Not Applicable 
         24           Early Redemption Trigger Event(s):                                                         Applicable 
                            (a) Issuer Call Early Redemption                                                     Applicable in accordance with 
                             Trigger:                                                                             Annex 8, Chapter 1 
                                                                                                                 Not Applicable 
                               *    Maximum Call Nominal Amount: 
                                                                                                                 Any Interest Payment Date from 
                               *    Early Redemption Date(s):                                                     and including 30 June 2018 up 
                                                                                                                  to and including 30 September 
                                                                                                                  2029 
                                                                                                                 Not Applicable 
                               *    Maximum Call Notice Period: 
                                                                                                                 Nominal Amount 
                               *    Minimum Call Nominal Amount: 
                                                                                                                 Ten (10) London and New York 
                               *    Minimum Call Notice Period:                                                   City Business Days prior to the 
                                                                                                                  relevant Early Redemption Date 
                            (b) Investor Put Early Redemption                                                    Not Applicable 
                             Trigger: 
                            (c) Knock-out Early Redemption                                                       Not Applicable 
                             Trigger: 
                            (d) Callable Knock-out Early Redemption                                              Not Applicable 
                             Trigger: 
                            (e) Puttable Knock-out Early Redemption                                              Not Applicable 
                             Trigger: 
                            (f) Target Early Redemption Trigger:                                                 Not Applicable 
                      (g) Knock-out Multi Underlying                                                             Not Applicable 
                       Early Redemption Trigger: 
                            (a) Knock-out Basket Performance                                                     Not Applicable 
                             Early Redemption Trigger: 
 
 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) New Global Note (NGN) or                                  NGN 
                                         New Global Certificate (NGC): 
                                  (c) Transfer of interest in                                         Transfers of Securities to IAIs: 
                                   Regulation S Global Securities:                                     Not Applicable 
                         28       "Payment Business Day for the                                       Modified Following Payment Business 
                                   purposes of "Payment Business                                       Day 
                                   Day" election in accordance 
                                   with General Condition 5.6 
                                   (Payment Business Day): 
                         29       Additional Financial Centre(s):                                     London and New York City 
                         30       Additional Business Centre(s):                                      For the purpose of the determination 
                                                                                                       of "Business Days" under the Credit 
                                                                                                       Linked Conditions and unless otherwise 
                                                                                                       specified therein or in paragraph 
                                                                                                       21 above, the following shall be 
                                                                                                       Additional Business Centres: London 
                                                                                                       and New York City 
                         31       Talons for future Coupons or                                        Yes 
                                   Receipts to be attached to 
                                   Definitive Bearer Securities 
                                   and dates on which such Talons 
                                   mature: 
                         32       Redenomination (for the purposes                                    Not Applicable 
                                   of General Condition 3.1): 
                         33       (a) Redemption for tax reasons                                      Not Applicable 
                                   (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 Withholding                                Applicable 
                                   (General Condition 6.5 (Redemption 
                                   for FATCA Withholding)): 
                                  (d) Regulatory Redemption or                                        Applicable 
                                   Compulsory Resales (General 
                                   Condition 6.6 (Regulatory Redemption 
                                   or Compulsory Resales)): 
                                  (e) Events of Default (General                                      Applicable 
                                   Condition 10 (Events of Default)): 
                                  (f) Illegality and Force Majeure                                    Applicable 
                                   (General Condition 19 (Illegality 
                                   and Force Majeure)): 
                         34       Gross Up (General Condition                                         Not Applicable 
                                   8.2 (Gross Up)): 
                         35       Calculation Agent:                                                  Crédit Agricole Corporate and 
                                                                                                       Investment Bank 
                         36       Delivery Agent (Credit Linked                                       CACEIS Bank, Luxembourg Branch 
                                   Securities, Bond Linked Securities, 
                                   ETF Linked Securities subject 
                                   to physical delivery or Share 
                                   Linked Securities subject to 
                                   physical delivery): 
                         37       Business Day Convention (Credit                                     Not Applicable 
                                   Linked Conditions and Bond 
                                   Linked Conditions): 
        OPERATIONAL INFORMATION 
                               38   Branch of Account for the purposes                                  Not Applicable 
                                     of General Condition 5.5 (General 
                                     provisions applicable to payments): 
 
 

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 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 related to          GBP 300 + (plus) EUR 500 
             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 Dealers 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 
             Not Applicable 
         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 of the Underlying 
                                                                 can be obtained: 
            Benchmark Rate: USD-CMS                              Reuters Screen ICESWAP1 page 
            (further information set out in paragraph 15E of 
            these Final Terms) 
            USD-LIBOR-ICE (formerly known as USD-LIBOR-BBA)      Details of historic LIBOR rates can be obtained 
             (further information set out in paragraph 15E       from Reuters 
             of these Final Terms) 
            Reference Obligation: Hutchison Whampoa              Bloomberg Ticker EH7846270 Corp 
            International 09 Ltd (USG4672UAA37) 
            (further information set out in paragraph 21 of 
            these Final Terms) 
             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) (iii) If non-syndicated, name of Dealer        The following Dealer is procuring subscribers 
                                                                  for the Securities: 
                                                                  Crédit Agricole Corporate and Investment 
                                                                  Bank 
             (iv) (iv) Indication of the overall amount of the    Not Applicable 
             underwriting commission and of the placing 
             commission: 
             (v) U.S. Selling Restrictions                        Reg. S Compliance Category 2 
             (Categories of potential investors to which the       Securities in Bearer Form - TEFRA D 
             Securities are offered): 
        10   OPERATIONAL INFORMATION 
             (i) ISIN Code:                                       XS1566938046 
             (ii) Temporary ISIN:                                 Not Applicable 
             (iii) Common Code:                                   156693634 
             (iv) VALOREN Code:                                   Not Applicable 
             (v) Other applicable security identification         Not Applicable 
              number: 
             (vi) Relevant clearing system(s) other than          Not Applicable 
              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 of additional Paying      Not Applicable 
              Agent(s) (if any): 
             (ix) Securities intended to be held in a manner      No 
              which 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. 
        11   TERMS AND CONDITIONS OF THE OFFER 
             Not Applicable 
 
 

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

IODFSDFIDFUSEIS

(END) Dow Jones Newswires

October 03, 2019 12:03 ET (16:03 GMT)

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