TIDM94YB
RNS Number : 4428I
Credit Agricole Corp & Inv Bank
14 April 2022
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 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 11 MARCH 2022
Amended and Restated on 13 April 2022, with effect from the
Issue Date
Issue of GBP 10,000,000 Preference Share Linked Notes due March
2028
under the UK
Structured Debt Instruments Issuance Programme
By
CRÉDIT AGRICOLE CIB FINANCE LUXEMBOURG S.A.
Legal entity identifier (LEI): 529900XFWQOQK3RQS789
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Securities
described herein for the purposes of the UK Prospectus Regulation
and must be read in conjunction with the Base Prospectus dated 7
May 2021 and the supplement dated 15 February 2022 which together
constitute 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 and the
supplement to the Base Prospectus are 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: 421
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Not Applicable
Securities become fungible:
2 Specified Currency: Pound Sterling (GBP)
3 Aggregate Nominal Amount:
(a) Series: GBP 10,000,000
(b) Tranche: 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 11 March
2022
(b) Trade Date(s): 25 February 2022
(c) Interest Commencement Not Applicable
Date:
7 Redemption Date: Five (5) Business Days following
the Preference Share Underlying
Final Observation Date and scheduled
to fall on 3 March 2028, 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 Not Applicable
Disclosure:
f) Partly Paid Securities Not Applicable
Provisions:
9 Date Board approval for Not Applicable
issuance of Securities
obtained:
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 6
Condition 6.2 (Early Redemption (Preference Share Linked Conditions)
Trigger Events) determined and paragraph "Preference Share
in accordance with: Linked Securities" of these Final
Terms
b) Final Redemption Amount Applicable (as specified in Condition
for the purposes of General 6.1(c))
Condition 6.1 (Redemption
by Instalments and Final
Redemption) determined
in accordance with:
c) Fair Market Value Redemption Applicable, subject to the provisions
Amount: of Annex 6 (Preference Share
Linked Conditions) and paragraph
20(h) below
d) Hedge Amount Not Applicable
e) Fair Market Value Redemption Not Applicable
Amount Percentage:
f) Instalment Redemption Not Applicable
Amount determined in accordance
with:
g) Physical Settlement: Not Applicable
h) 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 Share Class: 146
b) Preference Share Underlying: FTSE 100(R) Index
c) Information: The Terms of the Preference Share
are available for inspection
at the following website and/or
address: www.documentation.ca-cib.com
.
The Preference Share Value will
be published at the following
price source: Bloomberg page
"IDXS2341120157<GO>"
d) Redemption Date: Five (5) Business Days following
the Preference Share Underlying
Final Observation Date and scheduled
to fall on 3 March 2028
e) Preference Share Underlying 25 February 2028
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 27 February 2023
Early Observation Date: 26 February 2024
25 February 2025
25 February 2026
25 February 2027
h) Fair Market Value Redemption As specified in Preference Share
Amount: 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 APPLICABLE TO THE UNDERLYING(S) IF ANY
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
24 (a) Form: Registered Form:
Regulation S Global Security
(GBP 10,000,000.00 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 Not Applicable
Note form (NGN Notes)
or Certificates in New
Global Note form (NGN
Certificates):
25 Business Day Convention Modified Following Payment Business
for the purposes of "Payment Day
Business Day" election
in accordance with General
Condition 5.6 (Payment
Business Day):
26 Additional Financial Centre(s): London and New York City
27 Additional Business Centre(s): Not Applicable
28 Talons for future Coupons No
or Receipts to be attached
to Definitive Bearer Securities
and dates on which such
Talons mature:
29 Redenomination (for the Not Applicable
purposes of General Condition
3.1):
30 (a) Redemption for tax Not Applicable
reasons (General Condition
6.3 (Redemption for tax
reasons)):
(b) Special Tax Redemption Not Applicable
(General Condition 6.4
(Special Tax Redemption)):
(c) Redemption for FATCA Applicable
Withholding (General Condition
6.5 (Redemption for FATCA
Withholding)):
(d) Regulatory Redemption Applicable
or Compulsory Resales
(General Condition 6.6
(Regulatory Redemption
or Compulsory Resales)):
(e) Events of Default Applicable
(General Condition 10
(Events of Default)):
(f) Illegality and Force Applicable
Majeure (General Condition
19 (Illegality and Force
Majeure)):
31 Gross Up (General Condition Not Applicable
8.2 (Gross Up)):
32 Calculation Agent: Crédit Agricole Corporate
and Investment Bank
33 Delivery Agent (Share Not Applicable
Linked Securities subject
to physical delivery):
34 Governing Law: English law
Governing law for the English law
Guarantee:
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 Not Applicable
the purposes of General
Condition 5.5 (General
provisions applicable
to payments):
THIRD PARTY INFORMATION
Not Applicable
Signed on behalf of the Issuer:
By
Duly authorised
PART B - OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
Listing and admission to trading: Application is expected to
be 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
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 Underlying: FTSE 100(R) Index
Where past and future performance The performance of the Preference
and volatility of the Preference Share, and accordingly the
Share Underlying can be found: Preference Share Linked Securities,
is linked to the performance
of the Preference Share Underlying,
information relating to which
can be obtained from, but not
free of charge:
Bloomberg Ticker: UKX
https://www.ftserussell.com/products/indices/uk
6 DISTRIBUTION
(a) Method of distribution: Non-syndicated
(b) If syndicated: Not Applicable
(c) If non-syndicated, name The following Dealer is procuring
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 overall Not Applicable
amount of the underwriting
commission and of the placing
commission:
(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 there Not Applicable
is no exemption from the obligation
under the FSMA to publish
a prospectus:
(g) Prohibition of Sales to Not Applicable
EEA Retail Investors:
(h) Prohibition of Sales to Not Applicable
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: XS2341120157
(b) Temporary ISIN: Not Applicable
(c) Common Code: 234112015
(d) VALOREN Code: Not Applicable
(e) Other applicable security Not Applicable
identification number:
(f) Relevant clearing system(s) Euroclear UK & Ireland Limited,
other than Euroclear Bank 33 Cannon Street, London EC4M
S.A./N.V. and Clearstream 5SB
Banking, S.A. and the relevant
identification number(s):
(g) Delivery: Delivery against payment
(h) Names and addresses of EUI Agent: Not Applicable
additional Paying Agent(s)
(if any):
(i) Securities intended to No
be held in a manner which Whilst the designation is specified
would allow Eurosystem eligibility: 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
(and registered in the name
of a nominee of one of the
ICSDs acting 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
Article 29(2) statement on under the Securities are calculated
benchmarks: by reference to a Preference
Share which, in turn, reference
the FTSE 100(R) Index which
is provided by FTSE Russell.
As at the date of these Final
Terms, FTSE Russell is included
in the register of administrators
and benchmarks established
and maintained by the Financial
Conduct Authority (FCA) pursuant
to article 36 of the Benchmarks
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
Not Applicable
ANNEX A - INDEX SPONSOR DISCLAIMER
FTSE 100(R) Index
The Securities (the "Product") has been developed solely by
CREDIT 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 100 Index (the "Index") vest in
the relevant LSE Group company which owns the Index. "FTSE(R)",
"Russell(R)", "FTSE Russell(R)" are trade marks of the relevant LSE
Group company and is/are 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 CREDIT AGRICOLE CIB.
ANNEX B - ISSUE SPECIFIC SUMMARY
1. INTRODUCTION AND DISCLAIMERS
Crédit Agricole CIB Finance Luxembourg S.A. (Crédit Agricole CIB
FL or the Issuer) is a public limited liability company (société
anonyme), having its registered office at 31-33, Avenue Pasteur,
L-2311 Luxembourg. The Legal Entity Identifier (LEI) of the Issuer
is: 529900XFWQOQK3RQS789.
The debt securities (the Notes) issued by the Issuer are
structured notes whose return depends ultimately on the performance
of an index. The Notes are identified by the ISIN Code
XS2341120157.
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 dated 7 May 2021 and the supplement dated
15 February 2022 approved by the Financial Conduct Authority (the
FCA), as competent authority under the UK Prospectus Regulation
(the Base Prospectus) completed by
- the Final Terms dated 11 March 2022 (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, the Guarantor 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
Crédit Agricole CIB Finance Luxembourg S.A. (Crédit Agricole CIB
FL) is incorporated in the Grand Duchy of Luxembourg as a public
limited liability company (société anonyme) with unlimited duration
on 7 May 2018 and is registered with the Luxembourg trade and
companies register under number B224538, having its registered
office at 31-33, Avenue Pasteur, L-2311 Luxembourg. The Legal
Entity Identifier (LEI) of the Issuer is: 529900XFWQOQK3RQS789.
A. Principal activities
Crédit Agricole CIB FL pursues the activity of issuing debt
securities.
B. Organisational Structure / Major shareholders
Crédit Agricole Corporate and Investment Bank (Crédit Agricole
CIB) and its consolidated subsidiaries taken as a whole (the Crédit
Agricole Group) includes Crédit Agricole CIB FL, which is a
consolidated subsidiary of Crédit Agricole CIB. Crédit Agricole CIB
FL has no subsidiaries. Crédit Agricole CIB, société anonyme
incorporated in France, is the immediate parent company of Crédit
Agricole CIB FS with 100.00 per cent. shares and therefore controls
Crédit Agricole CIB FL.
C. Key executives
The Board of Directors of Crédit Agricole CIB FL consists of the
following members:
- Jérôme WEISS (appointed on May 5th 2021)
- Laurent RICCI
- Lukasz MALECKI
D. Statutory Auditors
The statutory auditor of Crédit Agricole CIB FL is Ernst &
Young S.A., 35E avenue John F. Kennedy,
L1855 Luxembourg, Luxembourg.
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 ended 31 December
2019 and 31 December 2020 and for the interim periods ended 30 June
2020 and 30 June 2021 (all figures are expressed in euros):
A. Income Statement
31/12/2019 30/06/2020 31/12/2020 30/06/2021
(audited) (audited)
Operating profit/loss
or another similar
measure of financial
performance used by
the issuer in the
financial statements 24,855 500 64,068 0
========== ========== ========== ==========
B. Balance sheet for non-equity securities
31/12/2019 30/06/2020 31/12/2020 30/06/2021
(audited) (audited)
Net financial debt
(long term debt plus
short term debt minus
cash) 61,589,574 135,053,433 1,675,687,728 2,171,936,989
============== ============== ============== ==============
Current ratio (current Not Applicable Not Applicable Not Applicable Not Applicable
assets/current liabilities)
============== ============== ============== ==============
Debt to equity ratio
(total liabilities/total
shareholder equity) 1,242 1,345 16,731 21,741
============== ============== ============== ==============
Interest cover ratio Not Applicable Not Applicable Not Applicable Not Applicable
(operating income/interest
expense)
============== ============== ============== ==============
C. Cash flow statement for non-equity securities
2019 30/06/2020 2020 30/06/2021
(audited) (audited)
Net Cash flows from
operating activities (69,231) 70,614 (27,850) 179,166
============== ============== ============== ==============
Net Cash flows from - - - -
financing activities
============== ============== ============== ==============
Net Cash flow from Not Applicable Not Applicable Not Applicable Not Applicable
investing activities
============== ============== ============== ==============
D. Qualifications in the audit report
The audit reports do not contain any qualifications with respect
to Crédit Agricole CIB FL 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) Crédit Agricole CIB FL could suffer losses if a resolution
procedure were to be initiated or if the Crédit Agricole Group's
financial situation were to deteriorate significantly.
2) Crédit Agricole CIB FL is highly dependent on Crédit Agricole
CIB, its parent company. In addition, Crédit Agricole CIB FL bears
a credit risk on Crédit Agricole CIB which is the sole counterparty
for Crédit Agricole CIB FL financial transactions.
3. KEY INFORMATION ON THE SECURITIES
3.1 What are the main characteristics of securities?
A. General
The Notes to be issued by the Issuer are structured notes whose
return depends on the performance of preference share class 146
issued by Broadwalk Investments Limited (the Preference Share). The
Preference Share Underlying is an index, the FTSE 100(R) Index
(Bloomberg Ticker: UKX). The value of the Preference Share will be
published at the following price source: Bloomberg page
"IDXS2341120157<GO>". The Notes will be identified by the
ISIN Code XS2341120157.
The Notes are denominated in Pound Sterling (GBP) (the Specified
Currency) and any redemption amount payable will be settled in the
Specified Currency.
The 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 25
February 2022 (the Preference Share Underlying Initial Observation
Date) and scheduled to fall on 11 March 2022 (the Issue Date) in
the form of registered securities - EUI Securities. The maturity
date of the Notes is scheduled to fall on 3 March 2028 ( the
Maturity Date) 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, unsubordinated and
guaranteed 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 : Crédit Agricole S.A. may be substituted by Crédit
Agricole CIB as Guarantor with respect to the Notes , upon the
joint decision of Crédit Agricole S.A. and Crédit Agricole CIB,
without the consent of the Noteholders.
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.
Period Preference Share Underlying Early Barrier Level
Early Observation Date (expressed as a percentage
of the Preference Share Initial)
1 27 February 2023 100.00%
---------------------------- ----------------------------------
2 26 February 2024 100.00%
---------------------------- ----------------------------------
3 25 February 2025 100.00%
---------------------------- ----------------------------------
4 25 February 2026 100.00%
---------------------------- ----------------------------------
5 25 February 2027 100.00%
---------------------------- ----------------------------------
- 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 25 February 2028 (the Preference
Share Underlying Final Observation Date) and scheduled to fall on 3
March 2028 (the Maturity Date).
Where a Preference Share Early Redemption Event will occur on
any Preference Share Underlying Early Observation Date (as
specified in the table above) if the closing level of each Index is
greater than or equal to the relevant Early Barrier Level that
corresponds to such date (as also specified in the table
above).
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)
Where:
Preference Share Final means the value of the Preference Share
on either, as the case may be:
- if a Preference Share Early Redemption Event has occurred: two
business days following the relevant Preference Share Underlying
Early Observation Date;
- otherwise: two business days following the Preference Share
Underlying Final Observation Date; and
Preference Share Initial means the value of the Preference Share
on the Issue Date, being GBP 1.00.
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 as soon as
practicable following 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.
3.3 Are the securities covered by a guarantee?
The issue of the Notes is subject to an independent first demand
guarantee granted by Crédit Agricole CIB (the Guarantor) in respect
of any amount that may be claimed by the holders in respect of the
Notes (the Guarantee).
The Guarantor is the immediate parent company of the Issuer, in
which it holds a 100.00% interest and consequently controls the
Issuer. Crédit Agricole CIB's legal entity identifier (LEI) is
1VUV7VQFKUOQSJ21A208.
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 Guarantor for the financial years ending 31
December 2019 and 31 December 2020 and for the interim periods
ended 30 June 2020 and 30 June 2021 (all figures are expressed in
millions of euros):
A. Income statement for credit institutions
31/12/2019 30/06/2020 31/12/2020 30/06/2021
(audited) (audited)
=========== ===========
Net interest income (or equivalent) 2,696 1,479 3,182 1,631
===================================== =========== =========== =========== ===========
Net fee and commission income 839 494 939 424
===================================== =========== =========== =========== ===========
Net impairment loss on financial - - - -
assets
===================================== =========== =========== =========== ===========
Net trading income 1,832 1,067 1,738 903
===================================== =========== =========== =========== ===========
Measure of financial performance
used by the issuer in the financial
statements such as operating
profit 2,037 1,223 2,435 1,044
===================================== =========== =========== =========== ===========
Net profit or loss (for consolidated
financial statements net profit
or loss attributable to equity
holders of the parent) 1,572 676 1,349 793
===================================== =========== =========== =========== ===========
B. Balance sheet for credit institutions
31/12/2019 30/06/2020 31/12/2020 30/06/2021 Value as outcome
from the most
recent Supervisory
Review and Evaluation
Process ('SREP')
(audited) (audited) (unaudited)
------------- -------------------------
Total assets 552,743 631,396 593,890 595,835 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Senior debt 57,291 51,858 42,229 46,609 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Subordinated debt 4,982 4,518 4,351 4,188 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Loans and receivables
from customers
(net) 143,864 153,339 142,000 147,385 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Deposits from customers 133,352 153,449 149,084 150,356 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Total equity 22,147 22,983 22,606 25,534 Not Applicable
============================ ------------- ------------- ------------- ------------- -------------------------
Non performing
loans (based on
net carrying amount)/Loans
and receivables) 1.11% 1.5% 1.5% 1.4% Not Applicable
============================ ============= ------------- ------------- ------------- -------------------------
Common Equity Tier
1 capital (CET1)
ratio or other
relevant prudential
capital adequacy
ratio depending
on the issuance 12.1% 10.99% 11.70% 11.2% 7.89%
============================ ============= ------------- ------------- ------------- -------------------------
Total Capital Ratio 18.6% 17.32% 18.3% 20.1% 12.05%
============================ ============= ============= ============= ============= =========================
Leverage Ratio
calculated under
applicable regulatory
framework 3.56% 3.26% 3.54% 3.68% 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.
D. Principal risk factors related to the guarantor
Crédit Agricole CIB is mainly exposed to the following
categories of risks in the conduct of its business:
1) Credit and counterparty risks, which include the Guarantor's
credit risk, the Guarantor's counterparty risk in connection with
its market activities or the Guarantor'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.
3.4 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
and/or the ability of the Guarantor to satisfy its obligations
under the Notes;
4) French insolvency law could have an adverse impact on
Noteholders seeking repayment in the event that the Issuer, the
Guarantor 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 and
the Guarantee, the absence of negative pledge and debt restrictions
with respect to the Issuer and the Guarantor, 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 the 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 Share or any Preference Share
Underlying or any voting rights, right to receive dividends or
other rights that a holder of the Preference Share or any
Preference Share Underlying may have. Potential losses in value of
the Notes cannot be compensated by other income; and
10) The Notes are not principal protected and investors are
exposed to the performance of the Preference Share 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 Share 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 an amount of GBP 10,000,000.
The Notes are expected to be admitted to trading on London Stock
Exchange's main market as soon as practicable after the Issue Date
and to be admitted to the Official List of the London Stock
Exchange.
The Notes will be offered to eligible counterparties,
professional clients and/or retail investors.
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 may offer the Notes.
4.3 Why is the Prospectus being prepared?
A. Net Proceeds and Use of Proceeds
The estimated net proceeds from the issue of the Notes of 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 Guarantor 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 of the Notes and which may affect
amounts due under the Notes.
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.
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END
PFTBBGDSRBBDGDS
(END) Dow Jones Newswires
April 14, 2022 07:21 ET (11:21 GMT)
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