TIDM94YB
RNS Number : 4813T
Credit Agricole Corp & Inv Bank
24 November 2021
NOTICE TO HOLDERS OF SECURITIES
DATED 19 NOVEMBER 2021
Issue of up to GBP 10,000,000 Preference Share Linked Notes due
November 2029
under the UK
Structured Debt Instruments Issuance Programme
issued by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(the "Issuer")
ISIN: XS2185429565
Series: 5314
(the "Securities")
Reference is made to:
(1) the b ase prospectus relating to the Programme dated 7 May
2021 (the "Base Prospectus"); and
(2) the final terms in respect of the Securities dated 27
September 2021 (the "Original Final Terms" and, together with the
Base Prospectus, the "Securities Documentation").
Notice is hereby given to the holders of all outstanding
Securities that the Issuer will, pursuant to General Condition 15
(MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER) amend and
restate the Original Final Terms.
Accordingly the Original Final Terms has been replaced in its
entirety with the amended and restated Final Terms, a draft form of
which is attached in the Appendix to this Notice (showing marked-up
changes against the Original Final Terms) (the "Amended and
Restated Final Terms ").
Capitalised terms used in this Notice and not defined have the
meanings given to them in the Base Prospectus and the Amended and
Restated Final Terms. Copies of the Securities Documentation and
the Amended and Restated Final Terms are available at the offices
of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée
Scheffer, L-2520, Luxembourg.
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
APPIX
MiFID II product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
manufacturer's product approval process, the target market
assessment in respect of the Securities, taking into account the
five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority (ESMA)
on 5 February 2018, has led to the conclusion that the target
market for the Securities is eligible counterparties, professional
clients and retail clients, each as defined in Directive 2014/65/EU
(as amended, MiFID II). Any person subsequently offering, selling
or recommending the Securities (a Distributor) should take into
consideration the manufacturer's target market assessment; however,
a Distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Securities (by
either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
UK MIFIR product governance / Retail investors, professional
investors and ECPs target market - Solely for the purposes of the
manufacturer's product approval process, the target market
assessment in respect of the Securities, taking into account the
five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority (ESMA)
on 5 February 2018, has led to the conclusion that the target
market for the Securities is retail clients, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(EUWA), and eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook (COBS), and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA (UK MiFIR). Any person subsequently
offering, selling or recommending the Securities (a Distributor)
should take into consideration the manufacturer's target market
assessment; however, a Distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the UK
MiFIR Product Governance Rules) is responsible for undertaking its
own target market assessment in respect of the Securities (by
either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
UK PRIIPs Regulation - PROHIBITION OF SALES TO UK RETAIL
INVESTORS WITHOUT KID - The Securities are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the United Kingdom (UK) without an updated key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(EUWA) (the UK PRIIPs Regulation) for offering or selling the
Securities or otherwise making them available to retail investors
in the UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
EUWA; (ii) a customer within the meaning of the provisions of the
FSMA and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the UK Prospectus Regulation).
PRIIPs Regulation - PROHIBITION OF SALES TO EEA RETAIL INVESTORS
WITHOUT KID - The Securities are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (EEA) without an updated key information document
required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs
Regulation) for offering or selling the Securities or otherwise
making them available to retail investors in the EEA. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129, as amended (the Prospectus
Regulation).
FINAL TERMS DATED 27 September 2021
As amended and restated on 19 November 2021
Issue of up to GBP 10,000,000 Preference Share Linked Notes due
November 2029
under the UK
Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Securities
described herein for the purposes of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) and
must be read in conjunction with the Base Prospectus dated 7 May
2021 which constitutes a base prospectus for the purposes of the UK
Prospectus Regulation (the Base Prospectus) in order to obtain all
the relevant information. A summary of the issue of the Securities
is annexed to these Final Terms. The Base Prospectus is available
for viewing on the London Stock Exchange website
(https://www.londonstockexchange.com/) and during normal business
hours at the registered office of Crédit Agricole CIB and on its
website ( www.ca-cib.com ).
1. (a) Series Number: 5314
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities become fungible: Not Applicable
2. Specified Currency: Pound Sterling (GBP)
3. Aggregate Nominal Amount:
(a) Series: Up to GBP 10,000,000
(b) Tranche: Up to GBP 10,000,000
4. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
5. (a) Specified Denominations: GBP 1,000 and integral multiples of GBP 1.00 in excess
thereof up to and including GBP 1,999
Calculation of Redemption based on the Specified
Denomination: Applicable
(b) Minimum Trading Size: Applicable. The Minimum Trading Size is GBP 1,000 in
aggregate nominal amount
(c) Calculation Amount: GBP 1.00
6. (a) Issue Date: Ten (10) Business Days following the Preference Share
Underlying Initial Observation Date
and scheduled to fall on 19 November 2021
(b) Trade Date(s): 15 September 2021
(c) Interest Commencement Date: Not Applicable
7. Redemption Date: Five (5) Business Days following the Preference Share
Underlying Final Observation Date and
scheduled to fall on 13 November 2029, subject to the
provisions of Annex 6 (Preference Share
Linked Conditions) and paragraph "Preference Share
Linked Securities" of these Final Terms
and subject to any early redemption date.
8. Type of Notes:
(a) Interest: Not Applicable
(b) Redemption: Preference Share Linked Security
(Further particulars specified below in "PROVISIONS
RELATING TO REDEMPTION")
(c) U.S. Securities: Not Applicable
(d) Other: EUI Securities
(e) Additional U.S. Regulatory Disclosure: Not Applicable
9. Date Board approval for issuance of Securities Authorisation given by the Board of Directors of the
obtained: Issuer dated 25 March 2021
10. Method of distribution: Non-syndicated
11. Asset Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12. Fixed Rate Security: Not Applicable
13. Floating Rate Security: Not Applicable
14. Linked Interest Security: Not Applicable
15. Zero Coupon Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
16. Payoff Features: Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Redemption Determination Not Applicable
Date(s):
18. Redemption Method:
(a) Early Redemption Amount Not Applicable
for the purposes of General See the provisions of Annex
Condition 6.2 (Early Redemption 6 (Preference Share Linked
Trigger Events) determined Conditions) and paragraph "Preference
in accordance with: Share Linked Securities" of
these Final Terms
(b) Final Redemption Amount Applicable (as specified in
for the purposes of General Condition 6.1(c))
Condition 6.1 (Redemption
by Instalments and Final
Redemption) determined
in accordance with:
(c) Fair Market Value Applicable, subject to the
Redemption Amount: provisions of Annex 6 (Preference
Share Linked Conditions) and
paragraph 20(h) below
(i) Hedge Amount Not Applicable
(ii) Fair Market Value Not Applicable
Redemption Amount Percentage:
(d) Instalment Redemption Not Applicable
Amount determined in accordance
with:
(e) Physical Settlement: Not Applicable
(f) Clean-up Call Option Not Applicable
(General Condition 6.7
(Clean-up Call Option)):
19. Instalment Securities: Not Applicable
20. Preference Share Linked Applicable in accordance with
Securities: Annex 6
(a) Preference Share: Broadwalk Investments Limited
Preference Shares Class 086
(b) Preference Share Underlying: FTSE 100(R) Index
(c) Information: The Terms of the Preference
Shares are available for inspection
at the following website and/or
address: www.documentation.ca-cib.com
and on written request to the
Distributor.
The Preference Share Value
will be published at the following
price source: Bloomberg page
"ID XS2185429565 Corp<GO>"
(d) Redemption Date: Five (5) Business Days following
the Preference Share Underlying
Final Observation Date and
scheduled to fall on 13 November
2029
(e) Preference Share Underlying 05 November 2029
Final Observation Date:
(f) Auto-call Redemption Five (5) Business Days following
Date: the relevant Preference Share
Underlying Early Observation
Date on which the Preference
Share Early Redemption Event
has occurred
(g) Preference Share Underlying 06 November 2023
Early Observation Date: 03 May 2024
06 November 2024
06 May 2025
06 November 2025
06 May 2026
06 November 2026
06 May 2027
08 November 2027
08 May 2028
06 November 2028
04 May 2029
(h) Fair Market Value As specified in Preference
Redemption Amount: Share Linked Condition 1.4(b)
(i) Extraordinary Events: Applicable
(j) Additional Disruption Applicable
Event:
21. Linked Redemption Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
22. Payoff Features: Not Applicable
23. PROVISIONS RELATING TO THE UNDERLYNG(S) IF ANY
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
24. (a) Form: Registered Form:
Regulation S Global Security (GBP 10,000,000 nominal
amount) registered in the name of a nominee
for a common depositary for Euroclear and Clearstream,
Luxembourg
Registered Securities:
EUI Securities:
CREST Depositary Interest (CDI)
(b) Notes in New Global Note form (NGN Notes) or Not Applicable
Certificates in New Global Note form (NGN
Certificates):
25. Business Day Convention for the purposes of "Payment Modified Following Payment Business Day
Business Day" election in accordance
with General Condition 5.6 (Payment Business Day):
26. Additional Financial Centre(s): New York City and London
27. Additional Business Centre(s): Not Applicable
28. Talons for future Coupons or Receipts to be attached No
to Definitive Bearer Securities and dates
on which such Talons mature:
29. Redenomination (for the purposes of General Condition Not Applicable
3.1):
30. (a) Redemption for tax reasons (General Condition 6.3 Not Applicable
(Redemption for tax reasons)):
(b) Special Tax Redemption (General Condition 6.4 Not Applicable
(Special Tax Redemption)):
(c) Redemption for FATCA Withholding (General Applicable
Condition 6.5 (Redemption for FATCA Withholding)):
(d) Regulatory Redemption or Compulsory Resales Applicable
(General Condition 6.6 (Regulatory Redemption
or Compulsory Resales)):
(e) Events of Default (General Condition 10 (Events of Applicable
Default)):
(f) Illegality and Force Majeure (General Condition Applicable
19.1 (Illegality and Force Majeure)):
31. Gross Up (General Condition 8.2 (Gross Up)): Not Applicable
32. Calculation Agent: Crédit Agricole Corporate and Investment Bank
33. Delivery Agent (Share Linked Securities subject to Not Applicable
physical delivery):
34. Governing Law: English Law
35. Essential Trigger: Not Applicable
36. Business Day Convention: Modified Following Business Day Convention
37. Benchmark Provisions:
(a) Relevant Benchmark: Applicable as per the relevant Additional Conditions
applicable to the Securities.
(b) Specified Public Source: As per the definition in the Definitions Condition
(c) Impacted Index: Not Applicable
(d) Close of Business: Not Applicable
OPERATIONAL INFORMATION
38. Branch of Account for the purposes of General Not Applicable
Condition 5.5 (General provisions applicable
to payments):
THIRD PARTY INFORMATION
Not Applicable
Signed on behalf of the Issuer: .......................................
By: .......................................
Duly authorised
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(a) Listing and admission Application is expected to be
to trading: made by the Issuer (or on its
behalf) for the Securities to
be admitted to trading on the
London Stock Exchange's main market
with effect from or as soon as
practicable after the Issue Date
and to be admitted to the official
list of the London Stock Exchange
2. RATINGS
Ratings: The Securities to be issued have
not been rated
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save as discussed in the Base Prospectus and save for
any fees payable to the Dealer, and any distributor in
connection with the issue of Securities, 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 AND ESTIMATED NET PROCEEDS AND
TOTAL EXPENSES
(a) Reasons for the offer: General corporate purposes - See
"Use of Proceeds" wording in Base
Prospectus
(b) Estimated net proceeds: Issue Price x Aggregate Nominal
Amount
(c) Estimated total expenses: GBP 445 plus EUR 500 including
listing costs and excluding regulatory
fees where applicable
5. PERFORMANCE OF PREFERENCE SHARE UNDERLYING AND OTHER
INFORMATION CONCERNING THE PREFERENCE SHARE UNDERLYING
Preference Share FTSE 100(R) Index
Underlying:
Where past and The performance of the Preference
future Shares, and accordingly the Preference
performance and Share Linked Securities, is linked
volatility to the performance of the Preference
of the Preference Share Underlying, information
Share relating to which can be obtained
Underlying can be from, but not free of charge:
found:
Bloomberg Ticker: UKX Index
https://www.ftserussell.com/products/indices/uk
6. DISTRIBUTION
(a) Method of distribution: Non-syndicated
(b) If syndicated: Not Applicable
(c) If non-syndicated, The following Dealer is procuring
name and address of Dealer: subscribers for the Securities:
Crédit Agricole Corporate
and Investment Bank of 12, Place
des États-Unis, CS 70052,
92547 Montrouge Cedex, France
(d) Indication of the The Distributor (as defined in
overall amount of the paragraph 9 of this Part B) will
underwriting commission receive a distribution commission
and of the placing commission: embedded in the Issue Price of
the Notes equal to a maximum amount
of 1.35% of the Aggregate Nominal
Amount
(e) U.S. Selling Restrictions: To a Permitted Transferee outside
the United States in accordance
with Regulation S
TEFRA NOT APPLICABLE
(f) Public Offer where Applicable
there is no exemption
from the obligation under
the FSMA to publish a
prospectus:
Offer Period: From 27 September 2021 (included)
until 05 November 2021 (included)
Financial (i) Walker Crips Investment Management
intermediaries Limited, 128 Queen Victoria St,
granted specific London EC4V 4BJ (the Distributor
consent or the Initial Authorised Offeror)
to use the Base (ii) any additional financial
Prospectus intermediary appointed by the
in accordance with Issuer and whose name is published
the on the Issuer's website (
conditions in it: https://www.documentation.ca-cib.com/Pu
blicFinalTerm?region=EU
) and identified as an Authorised
Offeror in respect of the relevant
Public Offer (each, an Additional
Authorised Offeror)
General Consent: Applicable
Other Authorised Not Applicable
Offeror
Terms:
(g) Prohibition of Sales Not Applicable
to EEA Retail Investors:
(h) Prohibition of Sales Not Applicable
to UK Retail Investors:
(i) U.S. Dividend Equivalent The Securities are not subject
Withholding: to withholding under the Section
871(m) Regulations.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2185429565
(b) Temporary ISIN: Not Applicable
(c) Common Code: 185429565
(d) VALOREN Code: Not Applicable
(e) Other applicable Not Applicable
security identification
number:
(f) Relevant clearing Not Applicable
system(s) other than
Euroclear Bank SA/NV
and Clearstream Banking,
S.A. and the relevant
identification number(s):
(g) Delivery: Delivery against payment
(h) Names and addresses Not Applicable
of additional Paying
Agent(s) (if any):
(i) Securities intended No
to be held in a manner Whilst the designation is specified
which would allow Eurosystem as "no" at the date of these Final
eligibility: 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.
8. UK BENCHMARKS REGULATION
UK Benchmarks Regulation: Applicable: Amounts payable under
Article 29(2) statement the Securities are calculated
on benchmarks: by reference to Preference Shares
which, in turn, reference, FTSE
100(R) Index, which is provided
by FTSE International LTD
As at the date of these Final
Terms, FTSE International LTD
is included in the register of
administrators and benchmarks
established and maintained by
the Financial Conduct Authority
(FCA) pursuant to article 36 of
the UK Benchmark Regulation (Regulation
(EU) 2016/1011) as it forms part
of domestic law by virtue of the
EUWA (the UK Benchmarks Regulation
).
9. TERMS AND CONDITIONS OF THE OFFER
Offer Price: Issue Price
Conditions to which the The offer of the Notes
offer is subject: is conditional
on their issue.
The Issuer reserves the
right,
in its absolute
discretion, to
cancel the offer and
the issue
of the Notes at any
time prior
to the Issue Date.
The Issuer shall
publish a notice
on its website
(http://www.documentati
on.ca-cib.com/IssuanceP
rogram)
in the event that the
offer is
cancelled and the Notes
are not
issued pursuant to the
above.
For the avoidance of
doubt, if
any application has
been made
by a potential investor
and the
Issuer exercises its
right to
cancel the offer, such
potential
investor shall not be
entitled
to receive any Notes.
Description of the application Prospective investors
process: may apply
to subscribe for Notes
during
the Offer Period.
The Offer Period may be
shortened
or extended at any time
and for
any reason. In such
case, the
Issuer shall give
notice to the
investors as soon as
practicable
before the end of the
Offer Period
by means of a notice
published
on its website
(http://www.documentati
on.ca-cib.com/IssuanceP
rogram).
Applications for the
Notes can
be made during the
Offer Period
through the
Distributor. The
applications
can be made in
accordance with
the Distributor's usual
procedures.
Prospective investors
will not
be required to enter
into any
contractual
arrangements directly
with the Issuer or the
Dealer
related to the
subscription for
the Notes.
A prospective investor
should
contact the Distributor
prior
to the end of the Offer
Period.
A prospective investor
will subscribe
for Notes in accordance
with the
arrangements agreed
with the Distributor
relating to the
subscription of
securities generally.
There are no
pre-identified
allotment
criteria. The
Distributor will
adopt allotment
criteria that
ensure equal treatment
of prospective
investors. All of the
Notes requested
through the Distributor
during
the Offer Period will
be as otherwise
specified herein.
The total amount of the
securities
offered to the public
is up to
GBP 10,000,000.
The definitive amount
of the offer
will be published on
the website
of the Issuer
(http://www.documentati
on.ca-cib.com/IssuanceP
rogram)
on or around the Issue
Date.
Details of the minimum There is no maximum
and/or maximum amount amount of
of the application: application.
Minimum amount of
application
is GBP 1,000.
Description of the possibility Not Applicable.
to reduce subscriptions
and manner for refunding
amounts paid in excess
by applicants:
Details of the method The Notes will be
and time limits for paying available on
up and delivering the a delivery versus
Securities: payment basis.
The Notes offered to
investors
will be issued on the
Issue Date
against payment by the
Distributor,
via the Dealer, to the
Issuer
of the gross
subscription moneys.
Each such investor will
be notified
by the Distributor of
the settlement
arrangements in respect
of the
Notes at the time of
such investor's
application.
The Issuer estimates
that the
Notes will be delivered
to the
investor's respective
book-entry
securities account on
or around
the Issue Date.
Manner in and date on Publication on the website of
which results of the the Issuer
offer are to be made (http://www.documentation.ca-
public: cib.com/IssuanceProgram)
on or around the Issue Date
Procedure for exercise Not Applicable
of any right of pre-emption,
negotiability of subscription
rights and treatment
of subscription rights
not exercised:
Whether tranches have Not Applicable
been reserved for certain
countries:
Process for notifying Applicants will be notified
applicants of the amount directly
allotted and an indication by the Distributor of the
whether dealing may begin success
before notification is of their application. Dealing
made: in the Notes may commence on
the
Issue Date.
Amount of any expenses Responsibility for any tax
and taxes charged to implications
the subscriber or purchaser: of investing in these Notes
rests
entirely with the subscriber
or
purchaser.
For the Offer Price which
includes
the fees payable upfront to
the
Distributor see above "Offer
Price".
Name(s) and address(es), The Authorised Offeror(s)
to the extent known to identified
the Issuer, of the placers above and identifiable from
in the United Kingdom: the
Base Prospectus
Name and address of the Not Applicable
entities which have a
firm commitment to act
as intermediaries in
secondary trading, providing
liquidity through bid
and offer rates and
description
of the main terms of
their commitments:
ANNEX A - INDEX SPONSOR DISCLAIMER
FTSE 100(R) Index
The Product has been developed solely by Crédit Agricole
CIB. The Product is not in any way connected to or sponsored,
endorsed, sold or promoted by the London Stock Exchange Group
plc and its group undertakings (collectively, the "LSE Group").
FTSE Russell is a trading name of certain of the LSE Group companies.
All rights in the FTSE(R) 100 Index (the "Index") vest in the
relevant LSE Group company which owns the Index. "FTSE(R)" is
a trade mark of the relevant LSE Group company and is used by
any other LSE Group company under license. The Index is calculated
by or on behalf of FTSE International Limited or its affiliate,
agent or partner. The LSE Group does not accept any liability
whatsoever to any person arising out of (a) the use of, reliance
on or any error in the Index or (b) investment in or operation
of the Product. The LSE Group makes no claim, prediction, warranty
or representation either as to the results to be obtained from
the Product or the suitability of the Index for the purpose to
which it is being put by Crédit Agricole CIB.
ANNEX B - ISSUE SPECIFIC SUMMARY
1. INTRODUCTION AND DISCLAIMERS
Crédit Agricole Corporate and Investment Bank (Crédit Agricole
CIB or the Issuer) is a limited liability company incorporated in
France as a "société anonyme" with a board of directors whose
registered office is located at 12, place des États-Unis, CS 70052,
92 547 Montrouge Cedex, France. The legal entity identifier (LEI)
of the Issuer is 1VUV7VQFKUOQSJ21A208.
The debt securities (the Notes) issued by the Issuer are
structured notes whose return depends on the performance of an
index included in a basket of indices. The Notes are identified by
the ISIN Code XS2185429565.
This document constitutes the Summary to the Prospectus (as
defined below) (the Summary) for the purpose of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus
Regulation) and must be read in conjunction with:
- the base prospectus approved on 7 May 2021 by the Financial
Conduct Authority (the FCA), as competent authority under the UK
Prospectus Regulation (the Base Prospectus) and, completed by
- the Final Terms dated 27 September 2021 (the Final Terms),
which together constitute a prospectus for the purposes of the
UK Prospectus Regulation containing the necessary information
concerning the issuer and the securities offered to the public or
to be admitted to trading on a regulated market (the
Prospectus).
Full information on the Issuer and the offer of the Notes is
only available on the basis of the combination of the Base
Prospectus and the Final Terms.
Warning to the reader
This summary should be read as an introduction to the
Prospectus. Any decision to invest in the Notes should be based on
a thorough review of the Prospectus as a whole, including the Base
Prospectus, any documents incorporated by reference thereto, any
supplement from time to time and the Final Terms, by the
investor.
An investor may lose all or part of the capital invested in the
Notes issued by the Issuer. Where an action relating to the
information contained in the Prospectus is brought before a court,
the plaintiff investor may, under national law, be required to bear
the costs of translation of the Prospectus before the commencement
of the legal proceedings.
Civil liability will only be sought from the persons who filed
the Summary, including any translation thereof, but only if the
contents of the Summary are found to be misleading, inaccurate or
inconsistent when read together with other parts of the Prospectus
or if it does not provide, when read together with the other parts
of the Prospectus, key information to assist investors when
considering investing in such Notes.
You are about to buy a product that is not simple and can be
difficult to understand.
2. KEY INFORMATION ABOUT THE ISSUER
2.1 Who is the issuer of the securities?
Crédit Agricole CIB is a limited liability company incorporated
in France as a "société anonyme" (joint stock company) with a Board
of Directors governed by ordinary company law, in particular the
Second Book of the French Code de commerce. Its registered office
is located at 12 place des États-Unis, CS 70052, 92 547 Montrouge
Cedex, France. Its legal entity identifier (LEI) is
1VUV7VQFKUOQSJ21A208.
Crédit Agricole CIB is a credit institution approved in France
and authorised to conduct all banking operations and provide all
investment and related services referred to in the French Code
monétaire et financier. In this respect, Crédit Agricole CIB is
subject to oversight of the European and French responsible
supervisory authorities, particularly the European Central Bank and
the French Prudential and Resolution Supervisory Authority (ACPR).
In its capacity as a credit institution authorised to provide
investment services, Crédit Agricole CIB is subject to the French
Code monétaire et financier, particularly the provisions relating
to the activity and control of credit institutions and investment
service providers.
A. Principal activities
The principal activities of Crédit Agricole CIB are mainly:
-- Financing: The financing business combines structured
financing and commercial banking in France and abroad. Banking
syndication is involved in both of these activities.
-- Capital markets and investment banking: This business
includes capital markets, as well as investment banking.
-- Wealth Management: The Wealth Management offers a tailored
approach allowing each individual customer to manage, protect and
transfer their assets in a manner which best fits their
aspirations. Our teams offer expert and first class services for
the management of both private and business assets.
B. Organisational Structure / Major shareholders
The Issuer and the companies of the Crédit Agricole CIB Group
(the Group) are directly owned by Crédit Agricole S.A., the listed
entity of the Crédit Agricole S.A. group (the Crédit Agricole
Group). Crédit Agricole S.A is the parent company of the Group. The
Group is the corporate and investment banking arm of the Crédit
Agricole Group
C. Key executives
The Chief Executive Officer of the Issuer is Jacques Ripoll.
D. Statutory Auditors
The statutory auditors of Crédit Agricole CIB are
PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly sur
Seine, France and Ernst & Young et Autres, 1-2, place des
Saisons, 92400 Courbevoie, Paris-La-Défense, France, which both are
a member of the Compagnie régionale des commissaires aux comptes de
Versailles.
2.2 What is the key financial information concerning the
Issuer?
The following tables show selected key financial information
(within the meaning of Delegated Regulation (EU) 2019/979 as it
forms part of domestic law by virtue of the EUWA (UK Delegated
Regulation) of the Issuer for the financial years ending 31
December 2019 and 31 December 2020 (all figures are expressed in
euros):
A. Income statement for credit institutions
31/12/2019 31/12/2020
(audited) (audited)
==========
Net interest income (or equivalent) 6,984 5,310
===================================== ========== ==========
Net fee and commission income 1,547 1,603
===================================== ========== ==========
Net impairment loss on financial - -
assets
===================================== ========== ==========
Net trading income 1,832 1,738
===================================== ========== ==========
Measure of financial performance
used by the issuer in the financial
statements such as operating
profit 2,037 2,435
===================================== ========== ==========
Net profit or loss (for consolidated
financial statements net profit
or loss attributable to equity
holders of the parent) 1,572 1,349
===================================== ========== ==========
B. Balance sheet for credit institutions
31/12/2019 31/12/2020 Value as outcome
from the most recent
Supervisory Review
and Evaluation Process
('SREP')
(audited) (audited) (unaudited)
---------- -----------------------
Total assets 552,743 593,890 Not Applicable
================================ ---------- ---------- -----------------------
Senior debt 57,291 42,229 Not Applicable
================================ ---------- ---------- -----------------------
Subordinated debt 4,982 4,351 Not Applicable
================================ ---------- ---------- -----------------------
Loans and receivables
from customers (net) 143,864 142,000 Not Applicable
================================ ---------- ---------- -----------------------
Deposits from customers 133,352 149,084 Not Applicable
================================ ---------- ---------- -----------------------
Total equity 22,147 22,606 Not Applicable
================================ ---------- ---------- -----------------------
Non performing loans
(based on net carrying
amount)/Loans and receivables) 1.11% 1.5% Not Applicable
================================ ========== ---------- -----------------------
Common Equity Tier
1 capital (CET1) ratio
or other relevant prudential
capital adequacy ratio
depending on the issuance 12.1% 11.70% 7.88%
================================ ========== ---------- -----------------------
Total Capital Ratio 18.6% 18.3% 12.04%
================================ ========== ========== =======================
Leverage Ratio calculated
under applicable regulatory
framework 3.56% 3.54% Not Applicable
================================ ========== ========== =======================
C. Qualifications in the audit report
The audit reports do not contain any qualifications with respect
to Crédit Agricole CIB's historical financial information.
2.3 What are the issuer's specific risks?
The following risks have been identified as being significant
and specific to the Issuer and of a nature, should they
materialise, to have a significant negative impact on its business
activity, its financial position and its access to various sources
of financing:
1) Credit and counterparty risks, which include the Issuer's
credit risk, the Issuer's counterparty risk in connection with its
market activities or the Issuer's credit risk in connection with
its securitization transactions on behalf of clients;
2) Financial risks, which include liquidity risk, market risk,
foreign exchange risk, risk of holding equities, issuer's risk and
global interest rate risk; and
3) Operational risks and associated risks, which include fraud,
human resource risks, legal and reputational risks, compliance
risks, tax risks, information systems risks, providing of
inappropriate financial services (conduct risk), risks of failure
of business processes including credit processes, or the use of a
model (model risk), as well as potential financial consequences
related to the management of reputational risk.
3. KEY INFORMATION ON THE SECURITIES
3.1 What are the main characteristics of securities?
A. General
The Notes issued by the Issuer are structured Notes whose return
depends on the performance of preference shares class 086 issued by
Broadwalk Investments Limited (the Preference Shares). The
Preference Share Underlying is the FTSE 100(R) Index and the
Preference Share Value will be published at the following price
source: Bloomberg page "ID XS2185429565 Corp<GO>". The Notes
will be identified by the ISIN Code XS2185429565.
The Notes are denominated in Pound Sterling (GBP) (the Specified
Currency) and, any redemption amount payable will be settled in the
Specified Currency.
The maximum nominal amount of the Notes offered is GBP
10,000,000, represented by 10,000 Notes with a notional amount of
GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up
to and including GBP 1,999 (the Notional Amount). The issue price
is 100.00% of the aggregate nominal amount of the Notes.
The minimum trading size is GBP 1,000 in aggregate nominal
amount.
The Notes will be issued ten (10) Business Days following the
Preference Share Underlying Initial Observation Date and scheduled
to fall on 19 November 2021 (the Issue Date) in the form of
registered securities - EUI Securities. The Maturity Date of the
Notes is scheduled to fall on 13 November 2029 subject to any early
redemption date.
The Notes are governed by English Law.
B. Ratings
Not applicable, the Notes have not been rated.
C. Description of the rights, ranking and restrictions attached to the Notes
Ranking : The Notes constitute direct and unsubordinated
obligations of the Issuer and rank and will rank pari passu among
themselves and (subject to certain exceptions established by law)
equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer, present or
future.
Substitution : Not Applicable
D. Interest:
No periodic coupons are paid on the Notes.
E. Redemption:
Early Redemption Events: the terms and conditions of the Notes
provide for events triggering the early redemption of the Notes.
The Notes will become due and payable upon notice to investors
following the occurrence of any such early redemption event.
- If a Preference Share Early Redemption Event has occurred:
Upon the occurrence of a Preference Share Early Redemption
Event, the Notes shall be redeemed at the Auto-call Redemption
Amount (as defined below) five (5) Business Days following the
relevant Preference Share Underlying Early Observation Date (as set
out in the table below) on which the Preference Share Early
Redemption Event has occurred.
Preference Share Underlying Early
Period Observation Date
4 06 November 2023
----------------------------------
5 03 May 2024
----------------------------------
6 06 November 2024
----------------------------------
7 06 May 2025
----------------------------------
8 06 November 2025
----------------------------------
9 06 May 2026
----------------------------------
10 06 November 2026
----------------------------------
11 06 May 2027
----------------------------------
12 08 November 2027
----------------------------------
13 08 May 2028
----------------------------------
14 06 November 2028
----------------------------------
15 04 May 2029
----------------------------------
- If no Preference Share Early Redemption Event has
occurred:
Provided that the Notes have not been early redeemed, the Notes
will be redeemed at the Final Redemption Amount (as defined below)
five (5) Business Days following the Preference Share Underlying
Final Observation Date and scheduled to fall on 13 November 2029
(the Maturity Date).
Auto-call Redemption Amount / Final Redemption Amount:
The investor will receive a cash settlement amount per Note in
the Specified Currency equal to the following Auto-call Redemption
Amount / Final Redemption Amount: Notional Amount x (Preference
Share Final / Preference Share Initial)
Other redemption events:
During the life of the Notes, they may also be redeemed at their
fair market value:
-- at the hand of the Issuer, following an event of illegality
or an event of force majeure or for regulatory or compulsory
resales; or
-- in the hand of the holders, in the event of an event of
default or in the event of a FATCA withholding tax case.
The Issuer may at any time redeem Notes on the market at any
price agreed with the seller(s), subject to applicable laws and
regulations.
3.2 Where will the securities be traded?
The Notes are expected to be admitted to trading on or as soon
as practicable after the Issue Date on the London Stock Exchange's
main market, a UK regulated market for the purposes of Regulation
(EU) No 600/2014 on markets in financial instruments as it forms
part of domestic law by virtue of the EUWA (UK MiFIR).
3.3 Are the securities covered by a guarantee?
Not Applicable
3.4 What are the main risks specific to securities?
There are risk factors which are material for the purpose of
assessing the risks related to the Notes, including the
following:
1) The trading price of the Notes may fall in value as rapidly
as it may rise and Noteholders may sustain a total loss of their
investment;
2) The Notes may have no established trading market when issued,
and one may never develop. If a market does develop, it may not be
very liquid. Although application is expected to be made for the
Notes to be admitted to trading on the London Stock Exchange's main
market and to be admitted to the Official List of the London Stock
Exchange, there is no assurance that the Notes will be so admitted
or that an active trading market will develop. Accordingly, there
is no assurance as to the development or liquidity of any trading
market. Illiquidity may have an adverse effect on the market value
of the Notes;
3) The implementation in France of the EU Bank Recovery and
Resolution Directive could materially affect the rights of the
Noteholders, the price or value of their investment in the
Notes;
4) French insolvency law could have an adverse impact on
Noteholders seeking repayment in the event that the Issuer or its
subsidiaries were to become insolvent and could have a material
adverse effect on the market value of the Notes;
5) The risk relating to the unsecured nature of the Notes, the
absence of negative pledge and debt restrictions with respect to
the Issuer, all of which could have an adverse effect on the market
value of the Notes;
6) The risks associated with the provisions of Regulation (EU)
2016/1011 as it forms part of domestic law by virtue of the EUWA
(the "UK Benchmarks Regulation"), which may have an adverse effect
on the performance of the Underlying or lead to its disappearance
and as a consequence, could have an adverse effect on the value or
liquidity of, and return on, the Notes;
7) The optional redemption feature of the Notes might negatively
affect the market value of the Notes. The Noteholders may not
receive the total amount of the capital invested;
8) The Auto-call Redemption Amount and the Final Redemption
Amount of the Notes are dependent upon changes in the market value
of the Preference Share Underlying, which could adversely affect
the market value of the Notes. In addition, the Early Redemption
Amount and Final Redemption Amount may be less than the nominal
amount of the Notes and the holders of Notes may lose all or part
of the amount of the principal invested;
9) An investment in the Notes does not confer any legal or
beneficial interest in the Preference Shares or any Preference
Share Underlying or any voting rights, right to receive dividends
or other rights that a holder of the Preference Shares or any
Preference Share Underlying may have. Potential losses in value of
the Notes cannot be compensated by other income;
10) The Notes are not principal protected and investors are
exposed to the performance of the Preference Shares which are in
turn exposed to the performance of the Preference Share Underlying;
accordingly they risk losing all or a part of their investment if
the value of the Preference Shares does not move in a positive
direction .
4. KEY INFORMATION ON THE PUBLIC OFFER OF SECURITIES AND/OR
ADMISSION TO TRADING ON A REGULATED MARKET
4.1 Under what conditions and according to what timetable can I
invest in this security?
The Notes are offered for a maximum amount of GBP
10,000,000.
The Notes are expected to be admitted to trading on the London
Stock Exchange's main market as soon as practicable after the Issue
Date.
The Notes will be offered to eligible counterparties,
professional clients and retail investors during an open period
from 27 September 2021 (included) until 05 November 2021 (included)
(the Offer Period), subject to (i) the Notes being admitted to
trading, if applicable, and (ii) an early closure of the Offer
Period in the Issuer's sole and absolute discretion depending on
market conditions, as specified below.
Prospective investors may apply to subscribe for Notes during
the Offer Period. The Offer Period may be shortened or extended at
any time and for any reason. In such case, the Issuer shall give
notice to the investors as soon as practicable before the end of
the Offer Period by means of a notice published on its website (
http://www.documentation.ca-cib.com/IssuanceProgram ).
Applications for the Notes can be made during the Offer Period
through the Distributor (as defined below). The applications can be
made in accordance with the Distributor's usual procedures.
Prospective investors will not be required to enter into any
contractual arrangements directly with the Issuer or the Dealer (as
defined below) related to the subscription for the Notes.
A prospective investor will subscribe for Notes in accordance
with the arrangements agreed with the Distributor relating to the
subscription of securities generally.
The Notes will be available on a delivery versus payment basis.
The Notes offered to investors will be issued on the Issue Date
against payment by the Distributor, via the Dealer, to the Issuer
of the gross subscription moneys. Each such investor will be
notified by the Distributor of the settlement arrangements in
respect of the Notes at the time of such investor's
application.
The Issuer estimates that the Notes will be delivered to the
investor's respective book-entry securities account on or around
the Issue Date. Applicants will be notified directly by the
Distributor of the success of their application. Dealing in the
Notes may commence on the Issue Date.
If the subscription for a Note occurs after the closing of the
offering, the order will be automatically cancelled and the
subscription proceeds will be returned to the relevant investor in
accordance with the instructions communicated to Crédit Agricole
CIB at the time of the subscription request. Subscription requests
for Notes will be received within the limit of the number of Notes
available. Subscription orders for Notes may be reduced in the
event of oversubscription and any excess proceeds will be returned
by Crédit Agricole CIB to the investor.
The minimum subscription amount for the Notes must be at least
equal to the Notional Amount of a Note. There is no maximum
subscription amount for Notes. Securities are offered at a price
corresponding to 100.00 per cent. of the aggregate nominal amount
of the Notes .
The Initial Authorised Offeror (as defined below) will be paid
aggregate commissions equal to a maximum of 1.35 per cent. of the
aggregate nominal amount of the Notes.
There is no pre-emptive right to subscribe the Notes for the
benefit of any category of persons.
The final amount of the offering will be notified by the Issuer
to each investor via its website (
https://www.documentation.ca-cib.com/IssuanceProgram ) on or around
the Issue Date.
Estimate of the total expenses: GBP 445 plus EUR 500 including
listing costs and excluding regulatory fees where applicable.
No expenses will be charged to the investors.
4.2 Who is the offeror?
(i) Crédit Agricole CIB (the Dealer) and (ii) Meteor Asset
Management Limited, 55 King William Street, London EC4R 9AD (the
Distributor or the Initial Authorised Offeror), (iii) any
additional financial intermediary appointed by the Issuer and whose
name is published on the Issuer's website
(https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU)
and identified as an Authorised Offeror in respect of the relevant
Public Offer, and (iv) any financial intermediary stating on its
website that it uses the prospectus in accordance with the
Authorised Offeror Terms set out under "Retail Cascades" in the
Base Prospectus (together the Authorised Offerors) may offer the
Notes.
4.3 Why is this prospectus being prepared?
A. Net Proceeds and Use of Proceeds
The net proceeds from the issue of the Notes of up to GBP
10,000,000 will be used for the general financing needs of the
Issuer.
B. Subscription Agreement:
Not applicable: the offer is not the subject of a subscription
agreement.
C. Conflicts of interest:
The Issuer is also the calculation agent; as a result, conflicts
of interest may exist between the calculation agent and the holders
of Notes, in particular with respect to certain determinations and
determinations that the calculation agent may make pursuant to the
Terms and which may affect amounts due under the Notes.
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END
IODFEAFELEFSELF
(END) Dow Jones Newswires
November 24, 2021 07:51 ET (12:51 GMT)
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