1. No category

Base Prospectus
BANQUE PSA FINANCE
€6,000,000,000
Debt Issuance Programme for the issue of Notes with a minimum maturity of one month
Under this Euro 6,000,000,000 Debt Issuance Programme (the "Programme") Banque PSA Finance ("BPF" or the "Issuer") may from time to time issue Notes
(the "Notes") denominated in any currency (which expression shall include any currency units) agreed upon by the Issuer and the relevant Dealer(s) (as defined
herein).
The Notes will have a minimum maturity of one month or (in any case) such other minimum or (if any) maximum maturity as may be allowed or required from
time to time by the relevant central bank or equivalent body (however called) or any laws or regulations applicable to the specified currency and, subject as set out
herein, the maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed Euro 6,000,000,000 (or its equivalent in other
currencies).
This base prospectus (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Article 5(4) of Directive 2003/71/EC (as amended by
Directive 2010/73/EU to the extent that Directive 2010/73/EC has been implemented in any Relevant Member State, the "Prospectus Directive"), supersedes and
replaces the Base Prospectus dated 9 December 2014 relating to the Programme.
The Notes will be offered through one or more of the Dealers specified herein and any additional Dealers appointed under the Programme from time to time (each
a "Dealer" and together the "Dealers") on a continuing basis whether in respect of the Programme generally or a particular issue of Notes.
Application has been made (i) to the Autorité des marchés financiers (the "AMF") for approval of this Base Prospectus in its capacity as competent authority
pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive and (ii) to the regulated market of NYSE Euronext in Paris
("Euronext Paris") for Notes to be issued under the Programme to be admitted to trading on Euronext Paris and/or to the listing authority of any other Member
State of the European Economic Area ("EEA") for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such
Member State. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended (a "Regulated
Market"). This Base Prospectus received the visa n° 15-087 on 11 March 2015 from the AMF. However, the Programme provides that Notes may be listed or
admitted to trading on such other or further stock exchange(s), or not listed on any stock exchange, as may be agreed between BPF and the relevant Dealer, as
specified in the relevant Final Terms.
Each Tranche of Notes with a maturity of more than 365 calendar days will initially be represented by a temporary global note (each a "Temporary Global Note"),
unless the applicable Final Terms (as defined herein) specify otherwise, and each Tranche with a maturity of 365 calendar days or less will initially be represented
by a permanent global note (each a "Permanent Global Note" and together with the Temporary Global Notes, the "Global Notes"), unless the applicable Final
Terms specify otherwise. Each Global Note will (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV ("Euroclear") or Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), on the issue date (x) if the Global Notes are stated in the applicable Final Terms to be issued in new
global note ("NGN") form, which are intended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the
original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear and Clearstream, Luxembourg; or (y) in the case of Global
Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs"), be deposited on the issue date to a common depositary on behalf of Euroclear and
Clearstream, Luxembourg (the "Common Depositary"), (b) in the case of a Tranche intended to be cleared through Euroclear France and when so agreed between
the Issuer and the relevant Dealer(s) on the issue date, be deposited with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to
be cleared through a clearing system other than, or in addition to, Euroclear, Clearstream, Luxembourg or Euroclear France or delivered outside a clearing system,
be deposited as agreed by the Issuer, the Paying Agent and the relevant Dealer(s). Interests in Temporary Global Notes will be exchangeable for interests in
Permanent Global Notes or, if specified in the Final Terms, for definitive Notes ("Definitive Notes") in bearer form. Such exchange will occur only after 40
calendar days from the later of the offering and the issue date upon certification as to non-U.S. beneficial ownership. Interests in Permanent Global Notes will be
exchangeable for Definitive Notes if specified in the applicable Final Terms or in certain circumstances as more fully described in "Provisions relating to the Notes
while in Global Form".
BPF has been assigned a long-term debt rating of Baa3 (negative outlook) by Moody's Investor Services Ltd ("Moody's") and BB (positive outlook) by Standard
& Poor's Services ("S&P"). Each of Moody's and S&P is established in the European Union and registered under Regulation (EU) No. 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and
included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority
website as of the date of this Base Prospectus. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be
rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s)
will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to any Tranche of Notes will be treated as having been issued
by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the Final Terms. In general, European
regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union
and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has
submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section entitled "Risk Factors" in this Base Prospectus.
This Base Prospectus, any supplement (if any) and the Final Terms of the Notes listed and admitted to trading on Euronext Paris shall be published on the websites
of the AMF (www.amf-france.org) and BPF (www.banquepsafinance.com). The documents incorporated by reference in this Base Prospectus will be made
available on the website of BPF (www.banquepsafinance.com).
Arranger
BNP PARIBAS
Dealers
BNP PARIBAS
Crédit Agricole CIB
HSBC
Natixis
Citigroup
Deutsche Bank
J.P. Morgan
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
11 March 2015
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such incorporated documents are so incorporated and form part of this Base
Prospectus.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by
final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation
arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus
Directive, provided that any such prospectus has subsequently been completed by final terms which specify that
offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member
State and such offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of such
offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has authorised,
nor do any of them authorise, the making of any offer of Notes in circumstances in which an obligation arises
for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
To the fullest extent permitted by law, none of the Dealers or the Arranger accepts any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with BPF or the issue and offering of the Notes. The Arranger and each
Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Prospectus or any such statement.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied by BPF in connection with the Notes, if
given or made, such information or representation must not be relied upon as having been authorised by BPF or
any of the Dealers. Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of BPF since the
date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or
that there has been no adverse change in the financial position of BPF since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Neither this Base Prospectus nor any other information supplied in connection with the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by BPF or
any of the Dealers that any recipient of this Base Prospectus, or any other information supplied in connection
with the Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of
the creditworthiness, of BPF and the BPF Group (as defined in Condition 3). Neither this Base Prospectus nor
any other information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of
BPF or any of the Dealers to any person to subscribe for, or purchase, any of the Notes.
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning BPF or the BPF Group is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in
the document containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of BPF or the BPF Group during the life of the Programme. Investors should review, inter alia, the most
recent financial statements of BPF and the BPF Group when deciding whether or not to subscribe for, or
purchase, any of the Notes.
The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves
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about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of the Notes in the United States, the United Kingdom, the Republic of France,
the Netherlands, Italy and Japan (see "Subscription and Sale").
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
("Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States, and the Notes may include Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, the Notes may not be offered or sold or, in the case of Notes in bearer form, delivered within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")).
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers
to subscribe for, or purchase, any Notes.
In this Base Prospectus, references to "EUR", "euro" and "€" are to the single currency of the participating
member states of the European Union which was introduced on 1 January 1999, references to "CHF" are to
Swiss francs, references to "US$", "USD" and "US dollars" are to United States dollars, references to "Yen",
"JPY" and "¥" are to Japanese Yen, references to "Sterling", "GBP" and "£" are to Pounds Sterling, references
to "CZK" are to the Czech Crown, references to "Real" are to the Brazilian Real, references to "RMB", "CNY",
"Chinese Yuan" or "Renminbi" refer to the lawful currency of the People's Republic of China, which for the
purpose of this document excludes the Hong Kong Special Administrative Region of the People's Republic of
China (Hong Kong), the Macau Special Administrative Region of the People's Republic of China and Taiwan
(the "PRC"), references to "NOK" or "Norwegian Krone" are to the lawful currency of Norway, references to
"SEK" or "Swedish Krona" are to the lawful currency of Sweden, references to "DKK" or "Danish Krone" are
to the lawful currency of Denmark, references to "AUD" or "Australian dollars" are to the lawful currency of
Australia and references to "SGD" or "Singapore dollars" are to the lawful currency of Singapore. References
to any other currency or composite currency in any applicable Final Terms will be defined therein.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager(s)) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 calendar days after the issue date of the relevant Tranche of Notes and 60 calendar
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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RETAIL CASCADES
In addition, in the context of any offer of Notes that is not made within an exemption from the requirement to
publish a prospectus under the Prospectus Directive (a "Non-exempt Offer"), in relation to any person (an
"Investor") to whom an offer of any Notes is made by any financial intermediary to whom BPF has given its
consent to use this Base Prospectus (an "Authorised Offeror"), where the offer is made during the period for
which that consent is given and where the offer is made in the Member State for which that consent was given
and is in compliance with all other conditions attached to the giving of the consent, all as mentioned in this
Base Prospectus, BPF accepts responsibility in each such Member State for the content of this Base Prospectus.
However, none of BPF or any Dealer has any responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable conduct of business rules or other local
regulatory requirements or other securities law requirements in relation to such offer.
If so specified in the Final Terms in respect of any Tranche of Notes, BPF consents to the use of this Base
Prospectus in connection with a Non-exempt Offer during the Offer Period specified in the relevant Final
Terms (the "Offer Period") either:
(1)
in the Member State(s) specified in the relevant Final Terms by any financial intermediary which
satisfies the following conditions: (a) acts in accordance with all applicable laws, rules, regulations and
guidance of any applicable regulatory bodies (the "Rules"), from time to time including, without
limitation and in each case, Rules relating to both the appropriateness or suitability of any investment
in the Notes by any person and disclosure to any potential investor; (b) complies with the restrictions
set out under "Subscription and Sale" in this Base Prospectus which would apply as if it were a Dealer;
(c) ensures that any fee (and any commissions or benefits of any kind) received or paid by that
financial intermediary in relation to the offer or sale of the Notes is fully and clearly disclosed to
investors or potential investors; (d) holds all licences, consents, approvals and permissions required in
connection with solicitation of interest in, or offers or sales of, the Notes under the Rules; (e) retains
investor identification records for at least the minimum period required under applicable Rules, and
shall, if so requested, make such records available to the relevant Dealer(s) and BPF or directly to the
appropriate authorities with jurisdiction over BPF and/or the relevant Dealer(s) in order to enable BPF
and/or the relevant Dealer(s) to comply with anti-money laundering, anti-bribery and "know your
client" rules applying to BPF and/or the relevant Dealer(s); (f) does not, directly or indirectly, cause
BPF or the relevant Dealer(s) to breach any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction; and (g) satisfies any further conditions specified in the
relevant Final Terms. For the avoidance of doubt, none of the Dealers or BPF shall have any obligation
to ensure that an Authorised Offeror complies with applicable laws and regulations and shall therefore
have no liability in this respect; or
(2)
by the financial intermediaries specified in the relevant Final Terms, in the Member State(s) specified
in the relevant Final Terms and subject to the relevant conditions specified in the relevant Final Terms,
for so long as they are authorised to make such offers under the Directive 2004/39/EC on markets in
financial instruments, as amended.
BPF may give consent to additional financial intermediaries after the date of the relevant Final Terms and, if it
does so, BPF will publish the above information in relation to them on www.banquepsafinance.com.
The consent referred to above relates to Offer Periods occurring within 12 months from the date of approval of
this Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Non-exempt Offer as
set out in (1) above is required, for the duration of the relevant Offer Period, to publish on its website that
it is using this Base Prospectus for such Non-exempt Offer in accordance with the consent of BPF and the
conditions attached thereto.
To the extent specified in the relevant Final Terms, an offer may be made during the relevant Offer Period by
any of BPF, the Dealers or any relevant Authorised Offeror in any relevant Member State and subject to any
relevant conditions, in each case all as specified in the relevant Final Terms.
As of the date of this Base Prospectus, any references to Member States in the context of BPF consenting to the
use of this Base Prospectus for a Non-exempt Offer shall be a reference to Republic of France, Luxembourg,
Belgium, the Netherlands, Ireland, United Kingdom, Germany or Austria only. In the event that BPF wishes to
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consent to the use of this Base Prospectus in connection with any Non-exempt Offer in any other EEA Member
State, a supplement to this Base Prospectus may be prepared.
Other than as set out above, neither BPF nor any of the Dealers has authorised the making of any Non-exempt
Offer of any Notes by any person in any circumstances and no person is permitted to use this Base Prospectus in
connection with its offer of any Notes. Any such Non-exempt Offers are not made by or on behalf of BPF or by
any of the Dealers or Authorised Offerors and none of BPF or any of the Dealers or any Authorised Offerors has
any responsibility or liability for the actions of any person making such offers.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and
offers and sales of the Notes to an Investor by an Authorised Offeror will be made, in accordance with
any terms and other arrangements in place between such Authorised Offeror and such Investor including
as to price, allocation, settlement arrangements and any expenses or taxes to be charged to the Investor
(the "Terms and Conditions of the Non-exempt Offer"). BPF will not be a party to any such arrangements
with Investors (other than Dealers) in connection with the offer or sale of the Notes and, accordingly, this
Base Prospectus and any Final Terms will not contain such information. The Terms and Conditions of
the Non-exempt Offer shall be provided to Investors by that Authorised Offeror at the relevant time.
None of BPF, any of the Dealers or other Authorised Offerors has any responsibility or liability for such
information.
FORWARD-LOOKING STATEMENTS
This Base Prospectus (including the documents incorporated by reference) contains certain statements that are
forward-looking including statements with respect to the Issuer's business strategies, expansion and growth of
operations, trends in its business, competitive advantage, and technological and regulatory changes, information
on exchange rate risk and generally includes all statements preceded by, followed by or that include the words
"believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions. Such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and actual results may
differ materially from those in the forward-looking statements as a result of various factors. Potential investors
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.
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CONTENTS
Page
Summary ................................................................................................................................................................ 1
Résumé en français ............................................................................................................................................... 20
Risk Factors .......................................................................................................................................................... 41
Documents Incorporated by Reference ................................................................................................................ 53
Terms and Conditions of the Notes ...................................................................................................................... 56
Provisions Relating to the Notes while in Global Form ....................................................................................... 81
Use of Proceeds .................................................................................................................................................... 85
Banque PSA Finance ............................................................................................................................................ 86
Recent Developments ........................................................................................................................................... 92
Taxation................................................................................................................................................................ 93
Subscription and Sale ......................................................................................................................................... 110
Form of Final Terms........................................................................................................................................... 115
General Information ........................................................................................................................................... 130
Persons responsible for the Base Prospectus ...................................................................................................... 132
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Summary
Summary of the Programme
Summaries are made up of disclosure requirements known as "Elements" required by Annex XXII and
Annex XXX of Regulation EC n° 809/2004 dated 29 April 2004 as amended by Delegated Regulation (EU)
n°486/2012 dated 30 March 2012 and Delegated Regulation (EU) n°862/2012 dated 4 June 2012. These
elements are numbered in Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of Notes (as
defined below) and Issuer (as defined below). Because some Elements are not required to be addressed,
there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Notes and
Issuer, it is possible that no relevant information can be given regarding this Element. In this case a short
description of the Element is included in the summary with the mention of "Not Applicable".
This summary is provided for purposes of the issue of Notes of a Denomination of less than Euro 100,000
(or its equivalent in other currencies). Investors in Notes of Denominations equal to or greater than Euro
100,000 should not rely on this summary in any way and the Issuer accepts no liability to such investors
regarding this summary.
Section A – Introduction and warnings
A.1
General disclaimer
regarding the summary
This summary must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be
based on a consideration by any investor of the Base
Prospectus as a whole, including any documents incorporated
by reference and any supplement from time to time. Where a
claim relating to information contained in this Base
Prospectus is brought before a court, the plaintiff may, under
the national legislation of the Member State of the EEA
where the claim is brought, be required to bear the costs of
translating this Base Prospectus before the legal proceedings
are initiated. Civil liability attaches only to those persons who
have tabled the summary, including any translation thereof,
but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of this
Base Prospectus or it does not provide, when read together
with the other parts of this Base Prospectus, key information
in order to aid investors when considering whether to invest
in the Notes.
A.2
Information regarding
consent by the Issuer to the
use of the Prospectus
If so specified in the Final Terms (as defined below) in
respect of any Tranche of Notes, the Issuer consents to the
use of this Base Prospectus in connection with a subsequent
resale or final placement of Notes during the Offer Period
specified in the relevant Final Terms either (1) in the
Republic of France, Luxembourg, Belgium, the Netherlands,
Ireland, United Kingdom, Germany or Austria (the "Public
Offer Jurisdictions") by any financial intermediary which
satisfies the conditions specified in the Base Prospectus and
in the relevant Final Terms or (2) by the financial
intermediaries specified in the relevant Final Terms, in the
relevant Public Offer Jurisdiction and subject to the relevant
conditions specified in the relevant Final Terms, for so long
as they are authorised to make such offers under Directive
2004/39/EC on markets in financial instruments. The Issuer
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may give consent to additional financial intermediaries after
the date of the relevant Final Terms and, if it does so, the
Issuer will publish the above information in relation to them
on (www.banquepsafinance.com).
Issue-specific summary:
[Consent: Subject to the conditions set out below, the Issuer
consents to the use of this Base Prospectus in connection
with a Non-exempt Offer of Notes by the Managers[, [names
of specific financial intermediaries listed in final terms,]
[and] [each financial intermediary whose name is published
on the Issuer's website (www.banquepsafinance.com) and
identified as an Authorised Offeror in respect of the relevant
Non-exempt Offer and any financial intermediary which is
authorized to make such offers under applicable legislation
implementing the Markets in Financial Instruments Directive
(Directive 2004/39/EC) and publishes on its website the
following statement (with the information in square brackets
being completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to
the [insert title of relevant Notes] (the "Notes") described in
the Final Terms dated [insert date] (the "Final Terms")
published by Banque PSA Finance (the "Issuer"). We hereby
accept the offer by the Issuer of its consent to our use of the
Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in accordance with the
Authorised Offeror Terms and subject to the conditions to
such consent, each as specified in the Base Prospectus, and
we are using the Base Prospectus accordingly."]
(each an "Authorised Offeror").
Offer period: The Issuer's consent referred to above is given
for Non-exempt Offers of Notes during [offer period for the
issue to be specified here] (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consent
[(in addition to the conditions referred to above)] are that
such consent (a) is only valid during the Offer Period; (b)
only extends to the use of this Prospectus to make Nonexempt Offers of the relevant Tranche of Notes in [specify
each Public Offer Jurisdiction in which the particular
Tranche of Notes can be offered] and (c) [specify any other
conditions applicable to the Non-exempt Offer of the
particular Tranche, as set out in the Final Terms].
An Investor intending to acquire or acquiring any Notes
from an Authorised Offeror will do so, and offers and
sales of the Notes to an Investor by an Authorised Offeror
will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror
and such Investor including as to price, allocation,
settlement arrangements and any expenses or taxes to be
charged to the Investor (the "Terms and Conditions of the
Non-exempt Offer"). The Issuer will not be a party to any
such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the Notes and,
accordingly, the Base Prospectus and any Final Terms
will not contain such information. The Terms and
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Conditions of the Non-exempt Offer shall be published by
that Authorised Offeror on its website at the relevant
time. None of the Issuer, any of the Dealers or other
Authorised Offerors has any responsibility or liability for
such information.
Section B – The Issuer
B.1
The legal and commercial
name of the Issuer
Banque PSA Finance ("BPF" or the "Issuer").
B.2
The domicile and legal form
of the Issuer, the legislation
under which the Issuer
operates and its country of
incorporation
BPF was incorporated and established in France on
15 December 1982 as PSA Finance Holding as a société
anonyme, a form of limited liability company, for a term of
99 years. Its registered office is located at 75, avenue de la
Grande Armée, 75116 Paris, France.
The Issuer operates under the laws of France. On 26 July
1995 BPF became a licensed credit institution in France and
was renamed Banque PSA Finance, as BPF such is regulated
by French bank authorities (Autorité de Contrôle Prudentiel
et de Résolution).
B.4b
A description of any known
trends affecting the Issuer
and the activities in which it
operates
Not Applicable. There are no known trends affecting the
Issuer and the activities in which it operates.
B.5
Description of the Issuer's
Group and the Issuer's
position within the Group
BPF is a wholly-owned subsidiary of the entities within the
PSA Peugeot Citroën group. BPF is the parent company of
the Banque PSA Finance group.
The Banque PSA Finance group (the "BPF Group" or "the
Group") means BPF and, at any particular time, any
company or companies who are then directly or indirectly
controlled, or more than 50 per cent. of whose issued equity
share capital (or equivalent) is then beneficially owned, by
BPF and/or one or more of its subsidiaries, but excluding
(a) any JV BPF Santander and (b) any other unconsolidated
direct or indirect member of the BPF Group (where "JV BPF
Santander" means any entity from time to time whose share
capital or equivalent is held directly or indirectly equally
between BPF and Santander Consumer Finance ("SCF") and
fully consolidated by Santander group).
Although fully owned by the PSA Peugeot Citroën group (the
"PSA Group", BPF is not responsible for the funding of the
PSA Group's industrial activities and has limited direct
exposure to the PSA Group.
On 10 July 2014, a framework agreement (the "Framework
Agreement") was entered into between BPF and SCF (the
division of Banco Santander specializing in consumer credit)
establishing a strategic partnership between them, with the
creation of ten joint companies in Germany, Austria,
Belgium, Spain, France, Italy, the Netherlands, Poland, the
United Kingdom and Switzerland, as well as a marketing
partnership in Portugal. The joint companies will be
accounted for by the Issuer under the equity method. The
joint companies will be owned 50/50 by each of BPF and
SCF and will be fully consolidated by the Santander group.
177321-4-29-v0.5
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36-40593699
On 2 February 2015, BPF and SCF announced that the first
two joint companies obtained approval from the regulatory
bodies to carry out banking operations in France and the
United Kingdom.
B.9
Profit forecast or estimate
Not Applicable. There is no profit forecast or estimate.
B.10
Qualifications in the
auditors' report
The consolidated financial statements of the Issuer for the
year ended 31 December 2013 were audited by the statutory
auditors who issued an audit report which is reproduced on
pages 118 and 119 of the Banque PSA Finance 2013 Annual
Report. This report does not contain any qualification.
However this report draws attention to the matter set out in
note 2 "Accounting Policies" to the consolidated financial
statements concerning the new IFRSs and IFRIC
interpretations whose application was compulsory in the year
commencing 1 January 2013, and note 3 "Changes to
financial statements previously reported" to the consolidated
financial statements which details the impact of the
application of the amendment to IAS 19 (revised) related to
employee benefits.
The consolidated financial statements of the Issuer for the
year ended 31 December 2014 were audited by the statutory
auditors who issued an audit report which is reproduced on
pages 124 and 125 of the Banque PSA Finance 2014 Annual
Report. This report does not contain any qualification.
However this report draws attention to the matter set out in
(i) note 1.A "2014 Main Events and Group Structure", note
2.I "Assets and activities held-for-sale or to be taken over by
partnership" and note 3 "IFRS 5 and IFRIC 21 impacts on the
financial statements" to the consolidated financial statements
concerning the impacts of IFRS 5 after the signing of
partnership between the Issuer and SCF; and (ii) note 2
"Accounting Policies" to the consolidated financial
statements concerning the new compulsory IFRSs, and in
particular IFRS 12 regarding disclosure of interests in other
entities, and note 3 "IFRS 5 and IFRIC 21 impacts on the
financial statements" concerning the impacts of the first
application of interpretation IFRIC 21 regarding taxes.
B.12
Selected historical key
financial information
Save as disclosed in Element B.4b of this Summary, there
has been no material adverse change in the prospects of the
Issuer or the Group since 31 December 2014.
Save as disclosed in Element B.13 of this Summary, there
has been no significant change in the financial or trading
position of the Issuer or the Group since 31 December 2014.
The Banque PSA Finance 2014 Annual Report also contains
financial statements showing the effect of the transfer of the
activities referred to in Element B.15 below as if they were
effective as of 31 December 2014.
177321-4-29-v0.5
-4-
36-40593699
B.13
Recent material events
relating to the Issuer's
solvency
Not Applicable.
B.14
Extent to which the Issuer is
dependent upon other
entities within the Group
BPF is wholly-owned by PSA Group.
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B.15
Principal activities of the
Issuer
BPF finances the sale of vehicles at Peugeot, Citroën and DS
dealerships in the 23 countries (including China) where it is
located. It also provides dealers of the three brands with
financing for inventory (new and used vehicles) and spare
parts, as well as other financing such as working capital, and
offers a complete range of financial and other services (such
as combination of insurance and services with financing
through packaged products) to individuals and businesses.
BPF develops its online retail savings business launched
under the PSA Banque brand in France (in 2013), Belgium
(September 2014) and Germany (October 2014). In Europe,
most of these activities will now be carried out within the
context of the strategic partnership with SCF.
B.16
Extent to which the Issuer is
directly or indirectly owned
or controlled
BPF is fully owned by PSA Group.
B.17
Credit ratings assigned to
the Issuer or its debt
securities
The Issuer has been assigned a long-term debt rating of Baa3
(negative outlook) by Moody's Investor Services Ltd
("Moody's"), following an upgrade of its former Ba1 (stable
outlook) debt rating on 27 February 2015, and BB (positive
outlook) by Standard & Poor's Services ("S&P"), following a
review of its former stable outlook on 1 August 2014. S&P
and Moody's are established in the European Union and
registered under Regulation (EC) No. 1060/2009 on credit
ratings agencies (the "CRA Regulation"), as amended by
Regulation (EU) No. 513/2011, and included in the list of
credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets
Authority's
website
(www.esma.europa.eu/page/Listregistered-and-certified-CRAs) as of the date of the Base
Prospectus.
The rating of Notes (if any) will be specified in the relevant
Final Terms. Where an issue of Notes is rated, its rating will
not necessarily be the same as the rating assigned to the
Issuer.
A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or
withdrawal at any time by the assigning credit rating agency.
Issue-specific summary:
[Not Applicable, the Notes have not been rated.]/[The Notes
[have been/are expected to be] rated [specify rating(s) of
Tranche being issued] by [specify rating agent(s)].]
Section C – The Notes
C.1
Type, class and security
identification of t he Notes
177321-4-29-v0.5
The aggregate nominal amount of Notes outstanding under
the Euro Medium Term Note Programme (the "Programme")
will not at any time exceed Euro 6,000,000,000 (or the
equivalent in other currencies at the date of issue).
-6-
36-40593699
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise
identical, the Notes of each Series being intended to be
interchangeable or identical (other than in respect of the first
payment of interest, the issue date, the issue price and the
nominal amount) with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the
same or different issue dates. The specific terms of each
Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and nominal
amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in a Final Terms
to this Base Prospectus.
On or before the issue date for each Tranche, if the Global
Note is not issued in NGN form, the Global Note representing
Bearer Notes may (or, in the case of Notes listed on Euronext
Paris, shall) be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. Global Notes may
also be deposited with any other clearing system or may be
delivered outside any clearing system provided that the
method of such delivery has been agreed in advance by the
Issuer, Fiscal Agent and the relevant Dealer. The specific
terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and, save
in respect of the issue date, issue price, first payment of
interest and principal amount of the Tranche, will be identical
to the terms of other Tranches of the same Series) will be set
out in a Final Terms to the Base Prospectus (the "Final
Terms").
An identification number of the Notes (ISIN Code) will be
specified in the applicable Final Terms.
Each Tranche of Notes with a maturity of more than 365
calendar days will initially be represented by a temporary
global note (each a "Temporary Global Note"), unless the
applicable Final Terms (as defined herein) specify otherwise,
and each Tranche with a maturity of 365 calendar days or less
will initially be represented by a permanent global note (each
a "Permanent Global Note" and together with the
Temporary Global Notes, the "Global Notes"), unless the
applicable Final Terms specify otherwise. Each Global Note
will (a) in the case of a Tranche intended to be cleared
through Euroclear Bank SA/N.V. ("Euroclear") or
Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), on the issue date (x) if the Global Notes are
stated in the applicable Final Terms to be issued in new
global note ("NGN") form, which are intended to be eligible
collateral for Eurosystem monetary policy and the Global
Notes will be delivered on or prior to the original issue date
of the Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear and Clearstream, Luxembourg; or
(y) in the case of Global Notes which are not issued in NGN
form ("Classic Global Notes" or "CGNs"), be deposited on
the issue date to a common depositary on behalf of Euroclear
and Clearstream, Luxembourg (the "Common Depositary"),
(b) in the case of a Tranche intended to be cleared through
Euroclear France and when so agreed between the Issuer and
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the relevant Dealer(s) on the issue date, be deposited with
Euroclear France acting as central depositary and (c) in the
case of a Tranche intended to be cleared through a clearing
system other than, or in addition to, Euroclear, Clearstream,
Luxembourg or Euroclear France or delivered outside a
clearing system, be deposited as agreed by the Issuer, the
Paying Agent and the relevant Dealer(s).
Interests in Temporary Global Notes will be exchangeable for
interests in Permanent Global Notes or, if specified in the
Final Terms, for definitive Notes ("Definitive Notes") in
bearer form. Such exchange will occur only after 40 calendar
days from the later of the offering and the issue date upon
certification as to non-U.S. beneficial ownership. Interests in
Permanent Global Notes will be exchangeable for Definitive
Notes or in certain limited circumstances as more fully
described in "Provisions relating to the Notes while in Global
Form".
Definitive Notes will, if interest-bearing, either have interest
coupons ("Coupons") attached and, if appropriate, a talon
("Talon") for further Coupons and will, if the principal
thereof is repayable by instalments, have payment receipts
("Receipts") attached.
Issue-specific summary:
The Notes are [€/£/U.S.$/RMB/other] [●]
cent./Floating Rate/Zero Coupon] Notes due [●].
Series Number:
[●]
Tranche Number:
[●]
Form of Notes:
Bearer
(i)
[Yes/No]
New Global Note:
(ii) Temporary or
Permanent Global Note:
[●]
per
[Temporary
Global
Note
exchangeable for a Permanent
Global
Note
which
is
exchangeable for Definitive
Notes
in
the
limited
circumstances specified in the
Permanent Global Note].
[Temporary
Global
Note
exchangeable for Definitive
Notes on [●] calendar days'
notice].
(iii) Applicable
exemptions:
TEFRA
[Permanent
Global
Note
exchangeable for Definitive
Notes
in
the
limited
circumstances specified in the
Permanent Global Note.]
[C
Rules/D
Applicable]
ISIN Code:
177321-4-29-v0.5
-8-
Rules/Not
[●]
36-40593699
C.2
Currencies
Common Code:
[●]
Central Depositary:
[●]
Any clearing system(s)
other than Euroclear Bank
S.A./N.V. and Clearstream
Banking, société anonyme
and
the
relevant
identification number(s):
[Not
Applicable]/[give
name(s) and number(s) [and
address(es)]]
Subject to any applicable laws and regulations, Notes may be
denominated in any currency or currencies as may be agreed
upon between BPF and the relevant Dealer(s) (as indicated in
the applicable Final Terms).
Issue-specific summary:
The currency of this Series of Notes is [Pounds Sterling
(£)/Euro (€)/U.S. dollars (U.S.$)/Renminbi/Other].
C.5
A description of any
restriction on the free
transferability of the Notes
The Notes will only be issued in circumstances which comply
with the laws, guidelines, regulations, restrictions or reporting
requirements which apply to the Notes from time to time
including the restrictions on the offer and sale of Notes and
the distribution of offering material in various jurisdictions
applicable at the date of the Base Prospectus. There are no
restrictions on the free transferability of the Notes.
C.8
Description of rights
attached to the Notes
Issue Price: Notes may be issued at their nominal amount or
at a discount or premium to their nominal amount.
Programme Amount: Up to Euro 6,000,000,000 (or the
equivalent in other currencies calculated at the time of the
agreement to issue) outstanding at any time.
Specified Denominations: Such denominations as may be
agreed between BPF and the relevant Dealer(s) and indicated
in the applicable Final Terms.
Status of the Notes: The obligations of BPF under the Notes
will be unsubordinated.
Notes of BPF constitute (subject to Condition 3 (Negative
Pledge)) direct, unconditional, unsecured and unsubordinated
obligations of BPF, and rank and shall at all times rank pari
passu, without any preference or priority by reason of date of
issue, currency of payment or otherwise, with all other
unsecured indebtedness (other than subordinated obligations,
if any) of BPF, whether outstanding at the date hereof or
hereafter (except for statutorily preferred exceptions).
Redenomination and/or Consolidation: Notes denominated
in a currency that may be converted into euro may be subject
to redenomination and/or consolidation with other Notes then
denominated in euro
Negative Pledge: So long as any of the Notes remains
outstanding, BPF shall not create or permit to subsist any
mortgage, pledge, lien or other charge or security interest
("Security") upon the whole or any part of its assets, present
or future, to secure any indebtedness (whether outstanding on
177321-4-29-v0.5
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36-40593699
the date of the issue of the Notes or thereafter) unless the
Notes are equally and rateably secured so as to rank pari
passu with such Indebtedness except:
(i)
Security created over assets held in trust by another
person, which assets are to be used by such other
person solely for satisfying the Issuer's scheduled
payment obligations in respect of principal and/or
interest in respect of any unsecured bonds or notes
issued by the Issuer (the "Issuer Obligations") in
circumstances where such other person has
undertaken responsibility for the discharge of such
Issuer Obligations;
(ii)
Security over assets or receivables of the Issuer
which Security has been given in connection with
the refinancing of such assets or receivables and
where the risks (except in relation to any credit
enhancement provided by the Issuer in respect of
such assets or receivables) relating to non-payment
in respect of such assets or receivables are, as a
result of such refinancing, not to be borne by the
Issuer;
(iii)
Security over a deposit made by the Issuer using the
proceeds of an issue of bonds or notes issued by the
Issuer provided that (A) the depositary of such
proceeds lends an amount at least equal to the
amount of the deposit to another company or
companies in the BPF Group and (B) that such loan
has a maturity date which is not earlier than the date
for repayment of such deposit.
For the purposes of the Negative Pledge provision,
"indebtedness" means any indebtedness in the form of, or
represented by, bonds, notes, debentures or other securities
which are, are to be, or are capable of being, quoted, listed or
ordinarily traded on any stock exchange or on any over-thecounter securities market or other securities market.
Cross Default: The Conditions will contain a cross default
provision for BPF and BPF's Principal Subsidiaries, where
"Principal Subsidiary" means at any relevant time a
Subsidiary (as defined below) of BPF:
177321-4-29-v0.5
(i)
whose total assets or net banking revenue (or, where
the Subsidiary in question prepares consolidated
accounts, whose total consolidated assets or net
consolidated banking revenue, as the case may be)
attributable to BPF represent not less than 10 per
cent. of the total consolidated assets or the net
consolidated banking revenue of BPF, all as
calculated by reference to the then latest audited
accounts (or consolidated accounts as the case may
be) of such Subsidiary and the then latest audited
consolidated accounts of BPF and its consolidated
Subsidiaries; or
(ii)
to which is transferred all or substantially all the
assets and undertaking of a Subsidiary which
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36-40593699
immediately prior to such transfer is a Principal
Subsidiary.
For the purposes of this summary, "Subsidiary" means, at
any particular time, any company which is then directly or
indirectly controlled, or more than 50 per cent. of whose
issued equity share capital (or equivalent) is then beneficially
owned, by BPF and/or one or more of its Subsidiaries, but
excluding (a) any JV BPF Santander and (b) any other
unconsolidated direct or indirect member of the BPF Group
(where "JV BPF Santander" means any entity from time to
time whose share capital or equivalent is held directly or
indirectly equally between BPF and SCF and fully
consolidated by Santander group).
Events of Default: The Notes may become due and payable
at their principal amount together with any accrued interest
thereon following the occurrence of an event of default in
respect of the Notes. The events of default in respect of the
Notes include:
•
a principal or interest payment default – if not paid
on the due date thereof and such default is not
remedied within 10 calendar days;
•
a default in the performance of, or compliance with,
any other obligation of the Issuer under the Notes,
within a period of 30 calendar days following
written notification of such default;
•
a cross default provision (as described above); and
•
certain other events affecting the Issuer, including
(subject to certain qualifications) if the Issuer is
dissolved or all or substantially all of its assets are
transferred to another entity prior to the repayment
in full of the Notes.
Withholding Tax: All payments in respect of the Notes shall
be made free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected,
withheld or assessed by or within France or any authority
therein or thereof having power to tax, unless such
withholding or deduction is required by law. If such a
withholding or deduction is required, the Issuer will have to
gross-up its payments to the fullest extent then permitted by
law and subject to certain exceptions.
Governing Law: The Notes will be governed by, and
construed in accordance with, English law.
Issue-specific Summary:
Issue Price: [•]
Specified Denomination: [•]
C.9
Interest, maturity and
redemption provisions, yield
and representation of the
177321-4-29-v0.5
See Element C.8 for the rights attaching to the Notes, ranking
and limitations.
- 11 -
36-40593699
Noteholders
Fixed Rate Notes: Fixed Rate Notes will bear interest at such
rate(s) and will be payable in arrear on such date or dates, as
may be agreed between BPF and the relevant Dealer(s) (as
indicated in the applicable Final Terms) and on redemption.
Floating Rate Notes: Floating Rate Notes will bear interest
set separately for each Series by reference to LIBOR,
EURIBOR or EONIA as adjusted for any applicable Margin.
The Interest Period for Floating Rate Notes will be such
period or periods as BPF and the relevant Dealer(s) may
agree (as indicated in the applicable Final Terms).
Zero Coupon Notes: Zero Coupon Notes may be offered and
sold at a discount to their face amount and will not bear
interest.
Date from which interest becomes payable and the due dates
for interest: In respect of each Tranche of Notes bearing
interest, the date from which interest becomes payable and
due dates for interest will be indicated in the applicable Final
Terms.
Maturity Date: Notes will have maturities as specified in the
applicable Final Terms, subject to compliance with all
applicable legal and/or regulatory and/or central bank
requirements.
Redemption: Notes may be redeemed at par or at such other
amount as may be specified in the relevant Final Terms (the
"Final Redemption Amount").
Early Redemption: Except as provided in ''Call Option" and
''Make-whole Redemption" below, Notes may be redeemable
prior to maturity for tax reasons at par or at such other
amount as may be specified in the relevant Final Terms (the
"Early Redemption Amount").
Call Option: If so specified in the relevant Final Terms, in
respect of any issue of Notes, the Issuer may, having given
the appropriate notice, redeem all (but not, unless and to the
extent that the Final Terms specifies otherwise, some only) of
the Notes of the relevant Series at their call early redemption
amount (the "Optional Redemption Amount") or such other
redemption amount as may be specified in the Final Terms),
together with accrued interest (if any) thereon on the date
specified in such notice.
Make-whole Redemption: If so specified in the relevant Final
Terms, in respect of any issue of Notes, the Issuer may,
having given the appropriate notice, redeem all (but not some
only) of the Notes of the relevant Series then outstanding at
any time prior to their Maturity Date at their relevant makewhole redemption amount, together with accrued interest (if
any) on the date specified in such notice (the "Make-whole
Redemption Amount").
Put Option: The Final Terms issued in respect of each issue
of Notes will state whether such Notes may be redeemed
prior to their stated maturity at the option of the holders of
the Notes (the "Noteholders") and, if so, the terms
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36-40593699
applicable to such redemption.
Yield (Fixed Rate Notes only): An indication of the yield of
the Fixed Rate Notes will be specified in the relevant Final
Terms.
Noteholder Representation:
representation.
There
is
no
noteholder
Issue-specific Summary:
Fixed Rate Notes:
[The Notes bear interest [from their date of issue/from [•]] at
the fixed rate of [•] per cent. per annum. Interest will be paid
[annually/semi-annually/quarterly/monthly] in arrear on [•]
each year [subject to adjustment for non-business days]. The
first interest payment will be made on [•]/Not Applicable].
Floating Rate Notes:
[The Notes bear interest [from the date of issue/from [•]] at
floating rates calculated by reference to [LIBOR/
EURIBOR/EONIA] [plus/minus] a margin of [•] per cent.
Interest
will
be
paid
[annually/semiannually/quarterly/monthly] in arrear on [•] [and [•]] in each
year, subject to adjustment for non-business days. The first
interest payment will be made on [•] / Not Applicable].
Zero-Coupon Notes:
[The Notes do not bear any interest and will be offered and
sold at a discount to their nominal amount / Not Applicable].
Date from which interest becomes payable and the due dates
for interest:
[Interest on the Notes will become payable from [•] and will
be due on [•] in each year up to and including the Maturity
Date]
Maturity Date:
The Notes will have a Maturity Date of [[Date]/[the Interest
Payment Date falling on or nearest to [•]].]
Redemption:
[Final Redemption Amount: [[Par] per Calculation Amount]
Early Redemption:
[Early Redemption Amount: [[Par] per Calculation Amount]
Call Option:
Call Option: [Applicable (further particulars specified in
item 17 of Part A of the Final Terms) / Not Applicable].
Make-whole Redemption:
Make-whole Redemption: [Applicable (further particulars
specified in item 18 of Part A of the Final Terms) / Not
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36-40593699
Applicable].
Put Option:
Put Option: [Applicable (further particulars specified in
item 19 of Part A of the Final Terms) / Not Applicable].
Yield (Fixed Rate Notes only):
[The yield is [
] per cent. per annum
The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield / Not
Applicable].
C.10
Derivative component in
interest payments
Not Applicable.
C.11
Admission to trading
Application has been made to Euronext Paris for Notes issued
under the Programme to be admitted to trading and to be
listed on Euronext Paris.
Notes may be listed or admitted to trading, as the case may
be, on other or further stock exchanges or markets agreed
between the Issuer and the relevant Dealer(s) in relation to the
Series.
Notes which are neither listed nor admitted to trading on any
market may also be issued.
The Final Terms relating to each Tranche will state whether
or not the Notes are to be listed and, if so, the relevant stock
exchange(s).
Issue-specific Summary:
[Application [has been][is expected to be] made by the Issuer
(or on its behalf) for the Notes to be admitted to trading on
[Euronext Paris S.A.] [the regulated market] of the [•] [Stock
Exchange].][The Notes are not intended to be admitted to
trading on any market.]
Section D – Risks
D.2
Key information on the key
risks that are specific to the
Issuer
The following outline the risks associated with BPF and its
ability to fulfil its obligations under Notes issued under the
Programme:
Business risk: six main risk factors have an impact on the
business activities of Banque PSA Finance:
177321-4-29-v0.5
•
external factors that influence vehicle purchases;
•
government
purchases;
•
regulatory or fiscal changes which could lead to a
modification of the activity or alter the profitability
thereof;
•
the sales volumes achieved by Peugeot, Citroën and DS,
as well as their marketing policies, which may include
- 14 -
policies
to
incentivize
new
vehicle
36-40593699
joint financing operations carried out with BPF;
•
BPF's competitive positioning, in terms of both product
range and price;
•
country risk, which is managed by focusing on local
financing whenever possible.
Credit risk: the risk of loss arising from the failure of a
customer to meet the payment or other terms of a contract
with BPF. The level of credit risk is also influenced by the
economic conditions in the countries in which BPF does
business;
Financial risks and market risk:
•
liquidity risk which depends on external factors ("Market
risk"), primarily the situation of global financial markets
and internal factors ("Funding risk"), primarily BPF's
rating;
•
interest rate risk: BPF's strategy is to avoid exposure to
interest rate risk and if necessary to use derivative
instruments to achieve this objective;
•
counterparty risk arising from market transactions to
hedge rate risks and operational currency positions;
investment of the liquidity facility; management, by
delegation, within the framework of securitization
operations, of the reserves of securitization vehicles;
•
currency risk;
•
market risks arising from interest rate and currency
derivative transactions;
BPF is exposed to risks related to securitization
operations;
Concentration risk related to the granting of credit to
individuals, sectorial concentration risk of credit transactions
and risks related to bank refinancing;
Operational risk resulting from a maladaptation or failure
attributable to procedures, bank's personnel, internal systems,
or to external events;
Non-compliance risk defined as the risk of legal,
administrative or disciplinary sanction, significant financial
loss, or damage to reputation arising from failure to comply
with the provisions governing banking and financial services;
Reputational risk;
Insurance business risk including risks related to the
offering of insurance and the sale of insurance products,
subscription and under-provisioning risk; market financial
risks related to investments and counterparty risk;
Correlation between BPF and its shareholder: because
BPF fully belongs to an automobile group and because of its
177321-4-29-v0.5
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36-40593699
captive activities, its business and profitability may be
partially influenced by a number of factors originating with
the PSA Peugeot Citroën group.
BPF is exposed to the global financial crisis and eurozone
debt crisis, and
BPF is exposed to risks related to the proper functioning of
the strategic joint venture partnership with SCF including in
particular dividend flows from the joint companies and their
financings by SCF as contemplated by the Framework
Agreement.
D.3
Key information on the key
risk that are specific to the
Notes
The following are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme:
•
Notes may not be a suitable investment for all investors;
•
general risks relating to the Notes: potential conflicts of
interest; legality of purchase; modification and waivers;
taxation; U.S. foreign account tax compliance
withholding; EU Savings Directive; European Resolution
Directive and French implementing legislation; change of
law; French insolvency law; minimum denomination;
such as:
•
•
•
•
•
•
FATCA withholding;
changes to the EU Savings Directive or to national
legislation may broaden or amend the scope of the
requirements regarding the taxation of savings
income in the form of interest payments;
French insolvency law could impose automatic
requirements for an assembly which will override
the provisions in the Notes relating to meetings of
Noteholders;
in relation to Notes which have denominations
consisting of a minimum specified denomination
plus a higher integral multiple of another smaller
amount, holders of such Notes may not receive
Definitive Notes if, as a result of trading, they hold a
principal amount of less than the minimum specified
denomination.
risks related to the market generally: legal investment
considerations may restrict certain investments; no active
secondary market for the Notes and liquidity risk;
exchange rate risks and exchange controls; credit ratings
may not reflect all risks; market value of the Notes; such
as:
•
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a Noteholder's effective yield on the Notes may be
diminished by the tax impact on that Noteholder of
its investment in the Notes;
the Notes may not have an established trading
market when issued and one may not develop. There
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can be no assurance of a secondary market for the
Notes or the continued liquidity of such market if
one develops;
•
•
•
•
the market value of the Notes will be affected by the
creditworthiness of the Issuer and/or that of the
Group and a number of additional factors including,
but not limited to market interest and yield rates and
the time remaining to the maturity date;
the credit ratings assigned to the Notes may not
reflect all risks.
Specific risks relating to the structure of a particular issue
of Notes (e.g. including Notes subject to optional
redemption of the Issuer, Fixed Rate Notes, Floating Rate
Notes, variable rate Notes, Zero Coupon Notes, RMB
Notes) such as:
•
•
•
•
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one or more independent credit rating agencies may
assign credit ratings to the Notes. The ratings may
not reflect the potential impact of all risks related to
structure, market, additional factors discussed in this
Section, and other factors that may affect the value
of the Notes;
[(Insert if the Notes include an Issuer's optional
redemption feature) - Any optional redemption
feature where the Issuer is given the right to redeem
the Notes early might negatively affect the market
value of such Notes and could cause the yield
anticipated by Noteholders to be considerably less
than anticipated. During any period when the Issuer
may elect to redeem Notes, the market value of those
Notes generally will not rise substantially above the
price at which they can be redeemed. This also may
be true prior to any redemption period.]
[(Insert if the Notes include a Noteholder's optional
redemption feature) - Exercise of put option in
respect of certain Notes may affect the liquidity of
the Notes in respect of which such put option is not
exercised. Depending on the number of Notes in
respect of which the put option provided in the terms
and conditions of the Notes is exercised, any trading
market in respect of those Notes in respect of which
such put option is not exercised may become
illiquid.]
[(Insert for Fixed Rate Notes) Investment in Notes
which bear interest at a fixed rate involves the risk
that subsequent changes in market interest rates may
adversely affect the value of the relevant Tranche of
Notes.]
[(Insert for Floating Rate Notes) The Notes which
bear interest at a floating rate comprise (i) a
reference rate and (ii) a margin to be [added or
subtracted] from such base rate. There will be a
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periodic adjustment of the reference rate (every
[three months]/[six months]/[●]]) which itself will
change in accordance with general market
conditions. Accordingly, the market value of the
Notes may be volatile if changes to the reference rate
can only be reflected in the interest rate of these
Notes upon the next periodic adjustment of the
relevant reference rate. In addition, investors shall
not be able to calculate in advance their rate of
interest on Floating Rate Notes.]
•
•
•
[(Insert for variable rate Notes) Notes with variable
interest rates can be volatile investments. If they are
structured to include caps or floors, or any
combination of those features, their market values
may be even more volatile than those for securities
that do not include those features.]
[(Insert for Zero Coupon Notes) The prices at which
Zero Coupon Notes, and other Notes issued at a
substantial discount from their principal amount
payable at maturity trade in the secondary market
tend to fluctuate more in relation to general changes
in interest rates than do the prices for conventional
interest-bearing securities of comparable maturities.]
[(Insert for RMB Notes) RMB is not freely convertible
and the Issuer may, in certain circumstances, be entitled
to make payments under RMB Notes in U.S. dollars;
there are significant restrictions on remittance of RMB
into and out of the People's Republic of China and the
liquidity of the Notes denominated in RMB may be
adversely affected. In addition, investments in RMB
Notes are subject to interest rate risks and RMB Notes
may only be held in Euroclear France, Euroclear and
Clearstream Luxembourg.]
Section E - Offer
E.2b
Reasons for the offer and
use of proceeds
The net proceeds of the issue of each Tranche of Notes will
be used by the Issuer for general corporate purposes. If, in
respect of any particular issue of Notes, there is a particular
identified use of proceeds, this will be stated in the relevant
Final Terms.
Issue specific summary:
[The net proceeds of the issue of the Notes will be used by the
Issuer for general corporate purposes/Other (specify).]
E.3
Terms and conditions of the
offer
The relevant Final Terms will specify the terms and
conditions of the offer applicable to each Tranche of Notes.
Other than as set out in section A.2 above, neither the Issuer
nor any of the Dealers has authorised the making of any
Public Offer by any person in any circumstances and such
person is not permitted to use the Prospectus in connection
with its offer of any Notes. Any such offers are not made on
behalf of the Issuer or by any of the Dealers or Authorised
Offerors and none of the Issuer of any of the Dealers or
Authorised Offerors has any responsibility or liability for the
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actions of any person making such offers.
Issue-specific summary:
[This issue of Notes is being offered in a Non-Exempt Offer
in [specify particular country/ies].
The issue price of the Notes is [•] per cent. of their nominal
amount.
[Summarise any non-exempt offer, copying the language from
paragraphs [33] of Part A and [9] of Part B of the Final
Terms.]
E.4
Interests of natural and
legal persons involved in the
issue of the Notes
An interest that is material to the issue/offer of Notes,
including any conflicting Interests, will be described in the
relevant Final Terms.
Issue-specific summary:
[Not applicable. So far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to
the offer.] [The Dealer/Managers/[●] will be paid aggregate
commissions equal to [●] per cent. of the nominal amount of
the Notes. So far as the Issuer is aware, no other person
involved in the issue of the Notes has an interest material to
the offer.] [●]
E.7
Estimate expenses charged
to investor by the Issuer or
the offeror
Estimated expenses charged to the investor by the Issuer or
the offeror will be specified in the relevant Final Terms.
Issue-specific summary:
[The estimated expenses charged to the investor amount to
[●]./Not applicable, there are no expenses charged to the
investor.]
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Résumé en français
Résumé du Programme
Les résumés sont constitués d'éléments d'information dénommés "Eléments" dont la communication est
requise par l'Annexe XXII et l'Annexe XXX du Règlement CE n° 809/2004 tel que modifié par le
Règlement Délégué (UE) n°486/2012 du 30 mars 2012 et le Règlement Délégué (UE) n°862/2012 du 4
juin 2012. Ces éléments sont numérotés dans les sections A - E (A.1 - E.7).
Le présent résumé contient l'ensemble des Eléments qui doivent être inclus dans un résumé pour ce type
de Titres (tel que défini ci-dessous) et d'Emetteur (tel que défini ci-dessous). L'insertion de certains
Eléments n'étant pas obligatoire, il est possible qu'il y ait des sauts de la numérotation dans la séquence
des Eléments.
Même si l'insertion dans le résumé d'un Elément peut être requise en raison du type de titres et
d'Emetteur, il est possible qu'aucune information pertinente ne puisse être donnée concernant cet
Elément. Dans ce cas, une brève description de l'Elément est insérée dans le résumé accompagnée de la
mention "Sans objet".
Ce résumé est fourni pour les besoins de l'émission de Titres (Notes) ayant une valeur nominale
inférieure à 100.000 euros (ou son équivalent dans d'autres devises). Les investisseurs dans des Titres
ayant une valeur nominale supérieure ou égale à 100.000 euros ne doivent pas se fonder sur ce résumé,
de quelque manière que ce soit, et l'Émetteur (Issuer) n'accepte aucune responsabilité quelle qu'elle soit
envers ces investisseurs concernant ce résumé.
Section A – Introduction et avertissements
A.1
Avertissement général
relatif au résumé
Ce résumé doit être lu comme une introduction au présent
Prospectus de Base. Toute décision d'investir dans les Titres
doit être fondée sur un examen exhaustif du Prospectus de
Base par les investisseurs, y compris les documents qui y
sont incorporés par référence et tout supplément qui pourrait
être publié à l'avenir. Lorsqu'une action concernant
l'information contenue dans le présent Prospectus de Base est
intentée devant un tribunal, le plaignant peut, selon la
législation nationale de l'État Membre de l'EEE, avoir à
supporter les frais de traduction de ce Prospectus de Base
avant le début de la procédure judiciaire. Seule peut être
engagée la responsabilité civile des personnes qui ont
présenté le résumé ou la traduction de ce dernier, mais
seulement si le contenu du résumé est trompeur, inexact ou
contradictoire par rapport aux autres parties du Prospectus de
Base ou s'il ne fournit pas, lu en combinaison avec les autres
parties du Prospectus de Base, les informations clés
permettant d'aider les investisseurs lorsqu'ils envisagent
d'investir dans les Titres.
A.2
Information relative au
consentement de l'Emetteur
concernant l'utilisation du
Prospectus
Si cela est spécifié dans les Conditions Définitives (telles que
définies ci-dessous) relatives à toute Tranche de Titres,
l'Emetteur consent à l'utilisation du présent Prospectus de
Base dans le cadre d'une revente ultérieure des Titres ou de
leur placement final pendant la Période d'Offre indiquée dans
les Conditions Définitives applicables soit (1) en République
Française, au Luxembourg, en Belgique, aux Pays-Bas, en
Irlande, au Royaume-Uni, en Allemagne ou en Autriche (les
" Pays d'Offre au Public") par tout intermédiaire financier
qui remplit les conditions indiquées dans le prospectus de
base en date du 7 novembre 2013 (le "Prospectus de Base")
et dans les Conditions Définitives applicables ou (2) par les
intermédiaires financiers indiqués dans les Conditions
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Définitives applicables, dans le ou les Pays d'Offre au
Publique et sous réserve des conditions applicables indiquées
dans les Conditions Définitives concernées, aussi longtemps
qu'ils sont autorisés à faire de telles offres en vertu de la
Directive 2004/39/CE sur les marchés d'instruments
financiers. L'Emetteur peut donner son consentement à des
intermédiaires financiers supplémentaires après la date des
Conditions Définitives applicables et, le cas échéant,
l'Émetteur publiera les informations ci-dessus les concernant
sur (www.banquepsafinance.com).
Résumé spécifique à l'émission:
[Consentement: Sous réserve des conditions décrites cidessous, l'Emetteur consent à l'utilisation du Prospectus de
Base dans le cadre d'une Offre Non-exemptée par les Agents
Placeurs [, [noms des intermédiaires financiers spécifiques
énoncés dans les conditions définitives,] [et] [chaque
intermédiaire financier dont le nom est publié sur le site
internet de l'Emetteur (www.banquepsafinance.com) et
identifié comme un Offrant Autorisé au titre de l'Offre qui ne
bénéficie pas d'une exemption et tout intermédiaire financier
autorisé à faire de telles offres dans le cadre de la loi
applicable transposant la Directive sur les Marchés
d'Instruments Financiers (Directive 2004/39/CE) et publie sur
son site internet la déclaration suivante (avec l'information
entre parenthèses complétée par les informations concernées):
"Nous, [insérer la dénomination sociale de l'intermédiaire
financier], nous référons aux [insérer le titre des Titres
concernés] (les " Titres") décrits dans les Conditions
Définitives en date du ([insérer la date]) (les " Conditions
Définitives") publiées par Banque PSA Finance
(l'" Emetteur"). Nous acceptons l'offre de l'Emetteur de
consentir à notre utilisation du Prospectus de Base (tel que
défini dans les Conditions Définitives) en lien avec l'offre de
Titres sous réserve des conditions d'un tel consentement, tel
que spécifié dans le Prospectus de Base, et nous utilisons le
Prospectus de Base conformément à ces exigences."]
(chacun, un " Offreur Autorisé")
Période d'Offre: Le consentement de l'Emetteur tel que
mentionné ci-dessus est donné pour des Offres de Titres qui
ne bénéficient pas d'exemption pendant [période d'offre pour
l'émission spécifiée ici] (la " Période d'Offre").
Conditions du consentement: Les conditions du consentement
de l'Emetteur [(en plus des conditions énoncées ci-dessus)]
sont les suivantes : le consentement (a) est valable seulement
pendant la Période d'Offre; (b) ne s'étend qu'à l'utilisation de
ce Prospectus afin de réaliser des Offres de Tranches de
Titres qui ne bénéficient pas d'une exemption dans [préciser
tout Pays d'Offre au Public dans lesquels la Tranche de
Titres concernée peut être offerte] et (c) [préciser toute autre
condition applicable à l'Offre Non-exemptée de la Tranche de
Titres concernée, tel que défini dans les Conditions
Définitives].
Un Investisseur (Investor) qui souhaite acquérir ou qui
acquiert de quelconques Titres auprès d'un Offrant
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Autorisé (Authorised Offeror) pourra le faire, et les offres
et ventes des Titres à un Investisseur par un Offrant
Autorisé seront effectuées conformément aux modalités et
autres accords conclus entre cet Offrant Autorisé et cet
Investisseur y compris, s'agissant du prix, de l'allocation,
des accords de règlement et de toutes dépenses ou taxes
facturées à l'Investisseur (les "Modalités de l'Offre Nonexemptée"). L'Émetteur ne sera pas partie à ces accords
avec les Investisseurs (autres que les Agents Placeurs
(Dealers)) en ce qui concerne l'offre ou la vente des Titres
et, en conséquence, le Prospectus de Base et toutes
Conditions Définitives ne contiendront pas ces
informations. Les Modalités de l'Offre Non-exemptée
seront publiées par ledit Offrant Autorisé sur son site
internet pendant la période concernée. Ni l'Émetteur ni
aucun des Agents Placeurs ou d'autres Offrants Autorisés
ne sauraient être tenus responsables pour cette
information.
Section B – L'Emetteur
B.1
La raison sociale et nom
commercial de l'Emetteur
Banque PSA Finance ("BPF" ou l'"Emetteur").
B.2
Le siège social et forme
juridique de l'Emetteur, la
législation régissant son
activité ainsi que son pays
d'origine
BPF a été constituée en France le 15 décembre 1982 en tant
que société anonyme, sous le nom de PSA Finance Holding,
pour une durée de 99 ans. Son siège social se trouve au 75,
avenue de la Grande Armée, 75116 Paris, France.
L'Emetteur exerce son activité en vertu de la législation
française. Le 26 juillet 1995, BPF est devenue un
établissement de crédit agréé en France et a été renommée
Banque PSA Finance, en tant que tel BPF est régulée par
l'Autorité de Contrôle Prudentiel et de Résolution.
B.4b
Description de toutes les
tendances connues touchant
l'Émetteur ainsi que les
marchés sur lesquels il
intervient
Sans objet. Il n'y a pas de tendances connues touchant
l'Émetteur ainsi que les marchés sur lesquels il intervient.
B.5
Description du Groupe de
l'Emetteur et la position de
l'Emetteur au sein du
Groupe
BPF est une filiale contrôlée à 100% par les entités du groupe
PSA Peugeot Citroën. BPF est la société mère du groupe
Banque PSA Finance.
Le groupe Banque PSA Finance (le "Groupe BPF" ou le
"Groupe") signifie BPF et, à tout moment, toute société qui
est directement ou indirectement contrôlée, ou dont 50% du
capital (ou équivalent) est détenu par BPF et/ou par l'une des
filiales de BPF, à l’exception (a) des Sociétés Communes
BPF Santander ou (b) de tout autre entité non consolidée,
faisant directement ou indirectement partie du Groupe BPF
(où "Sociétés Communes BPF Santander" signifie tout
entité dont le capital ou son équivalent est, à tout moment,
détenu directement ou indirectement à parité par BPF et
Santander Consumer Finance ("SCF") et consolidée par
intégration globale par le groupe Santander).
Bien que contrôlée à 100% par le groupe PSA Peugeot
Citroën (le "Groupe PSA"), BPF n'est pas responsable du
financement des activités industrielles du Groupe PSA et a
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une exposition directe limitée par rapport au Groupe PSA.
Le 10 juillet 2014, un accord-cadre (l’"Accord Cadre") a été
signé entre BPF et SCF (la division de Banco Santander
spécialisée dans les crédits à la consommation) établissant un
partenariat stratégique entre les deux, avec la création de 10
sociétés communes en Allemagne, Autriche, Belgique,
Espagne, France, Italie, Pays-Bas, Pologne, Royaume-Uni et
Suisse, ainsi qu’un partenariat commercial au Portugal. Les
sociétés communes seront comptabilisées par l’Emetteur
selon la méthode de mise en équivalence. Les sociétés
communes seront détenues à parité par BPF et SCF et
consolidées par intégration globale par le groupe Santander.
Le 2 février 2015, BPF et SCF ont annoncé que les deux
premières sociétés communes ont obtenu l’accord des
autorités de régulation de réaliser des opérations bancaires en
France et au Royaume Uni.
B.9
Prévision ou estimation de
bénéfice
Sans objet. Il n'y a pas de prévisions ou estimations de
bénéfice.
B.10
Réserves contenues dans le
rapport des Commissaires
aux comptes
Les comptes consolidés de l'Emetteur relatifs à l'exercice clos
le 31 décembre 2013 ont été audités par les commissaires aux
comptes qui ont émis un rapport figurant aux pages 118 à 119
du Rapport Annuel 2013 de BPF. Ce rapport ne contient
aucune réserve. Toutefois ce rapport attire l'attention sur la
note 2 "Principes comptables" de l’annexe concernant les
nouvelles normes IFRS et interprétations IFRIC d’application
obligatoire à l’exercice ouvert le 1er janvier 2013, et la note 3
"Modifications apportées aux comptes antérieurement
publiés" de l’annexe qui expose notamment l'incidence de la
première application de la norme IAS 19 révisée relative aux
avantages au personnel.
Les comptes consolidés de l'Emetteur relatifs à l'exercice clos
le 31 décembre 2014 ont été audités par les commissaires aux
comptes qui ont émis un rapport figurant aux pages 124 à 125
du Rapport Annuel 2014 de BPF. Ce rapport ne contient
aucune réserve. Toutefois ce rapport attire l'attention sur (i) la
note 1.A "Faits marquants de l’exercice", la note 2.I "Actifs et
activités destinés à être cédés ou repris en partenariat" et la
note 3 "Incidences IFRS 5 et IFRIC 21 dans la présentation
des états financiers" de l’annexe aux comptes consolidés qui
exposent l’incidence de l’application de la norme IFRS 5 suite
à la mise en place du partenariat entre BPF et SCF ; et (ii) sur
la note 2 "Principes comptables" de l’annexe aux comptes
consolidés concernant les nouvelles normes IFRS
d’application obligatoire, et notamment la norme IFRS 12
concernant les informations à fournir sur les intérêts détenus
dans d’autres entités, et la note 3 "Incidences IFRS 5 et IFRIC
21 dans la présentation des états financiers" qui expose
notamment l’incidence de la première application de
l’interprétation IFRIC 21 relative aux taxes.
B.12
Informations financières
historiques clés
sélectionnées
A l'exception de ce qui est indiqué à l'Elément B.4b de ce
résumé, il n'y a eu aucune détérioration significative affectant
les perspectives de l'Emetteur ou du Groupe depuis le
31 décembre 2014.
A l'exception de ce qui est indiqué à l'Elément B.13 de ce
résumé, aucun changement significatif de la situation
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financière ou commerciale de l'Emetteur ou du Groupe n'est
survenu depuis le 31 décembre 2014.
Le Rapport Annuel 2014 de BPF contient également les
comptes consolidés indiquant l’effet du transfert des activités
mentionnées dans l’Elément B.15 ci-dessous comme s’il était
effectif à la date de 31 décembre 2014.
B.13
Evénements récents relatifs
à l'Emetteur présentant un
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intérêt significatif pour
l'évaluation de sa solvabilité
B.14
Degré de la dépendance à
l'égard des autres entités du
Groupe
BPF est détenue à 100% par le Groupe PSA.
B.15
Principales activités de
l'Emetteur
BPF assure dans les 23 pays (Chine incluse) où elle est
implantée le financement des ventes des véhicules par les
réseaux des Marques Peugeot, Citroën et DS. Elle assure
également aux réseaux des trois marques, le financement de
leurs stocks de véhicules (neufs et occasions) et de pièces de
rechange, ainsi que d’autres financements tels que celui du
besoin en fonds de roulement et propose aux clients,
particuliers ou entreprises, une gamme complète de
financements et de services (tels que l’association de
financement avec des assurances et services au sein de
produits packagés). BPF développe son activité d’épargne
grand public en ligne, démarrée sous la marque "PSA
Banque" en France (en 2013), en Belgique (septembre 2014)
et en Allemagne (octobre 2014). En Europe, la plupart des
activités seront exercées maintenant dans le contexte du
partenariat stratégique avec SCF.
B.16
Entité(s) ou personne(s)
détenant ou contrôlant
directement ou
indirectement l'Émetteur
BPF est contrôlée à 100% par le Groupe PSA.
B.17
Notations de crédit assignées
à l'Émetteur ou à ses titres
d'emprunt
L'Emetteur a reçu la notation Baa3 (perspective négative) de
sa dette long terme par Moody's Investor Services
("Moody's"), suite à une amélioration de la notation Ba1
(perspective stable) le 27 février 2015, et la notation BB
(perspective positive) de sa dette long terme par Standard &
Poor's Ratings Services ("S&P"), suite à une révision de la
perspective stable le 1 août 2014. S&P et Moody's sont des
agences de notation établies dans l'Union Européenne et
enregistrées conformément au Règlement (CE) No.
1060/2009 relatif aux agences de notation (le "Règlement
CRA"), tel que modifié par le Règlement (UE) No. 513/2011,
qui apparaissent dans la liste des agences de notation
enregistrées publiée par l'Autorité Européenne des Marchés
Financiers (European Securitties and Market Authority) sur
son site Internet www.esma.europa.eu/page/List-registeredand-certified-CRAs à la date du Prospectus de Base.
La notation des Titres (le cas échéant) sera spécifiée dans les
Conditions Définitives applicables. Lorsqu'une émission de
Titres est notée, sa notation ne sera pas nécessairement la
même que celle de l'Emetteur.
Une notation n'est pas une recommandation d'acheter, de
vendre ou de conserver des titres et peut faire l'objet d'une
suspension, changement ou retrait à tout moment par l'agence
de notation de crédit ayant allouée la notation à tout moment.
Résumé spécifique à l'Emission:
[Sans objet, les Titres n'ont pas fait l'objet d'une
notation.]/[Les Titres [ont été/seront] notés [préciser le(s)
notation(s) de la Tranche émise] par [préciser le(s) agence(s)
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de notation]].
Section C – Les Titres
C.1
Nature, catégorie et
identification des Titres
Le montant nominal total des Titres en circulation dans le
cadre du Programme d'Euro Medium Term Notes (le
"Programme") n'excédera à aucun moment 6.000.000.000
d'euros (ou la contre-valeur de ce montant dans d'autres
devises à la date de l'émission).
Les Titres sont émis sur une base syndiquée ou nonsyndiquée. Les Titres seront émis par souches (dénommées
chacune "Souche") à une même date ou à des dates
d'émission différentes et seront à tous autres égards
identiques, les Titres d'une même Souche étant supposés être
fongibles entre eux (ou à tous égards à l'exception du premier
paiement d'intérêts, de la date d'émission, du prix d'émission
et du montant nominal). Chaque Souche pourra être émise
par tranches (dénommées chacune "Tranche") aux mêmes
dates d'émission ou à des dates d'émission différentes. Les
conditions particulières de chaque Tranche (qui seront
complétées,
si
nécessaire,
par
des
conditions
complémentaires et qui, sauf en ce qui concerne la date
d'émission, le prix d'émission, le premier paiement d'intérêts
et le montant nominal de la Tranche, seront identiques aux
conditions des autres Tranches de la même Souche) seront
indiquées dans les Conditions Définitives jointes au présent
Prospectus de Base.
Avant ou à la date d'émission pour chaque Tranche, si le
Certificat Global (Global Note) n'est pas émis sous la forme
d'un nouveau certificat global (New Global Note - NGN), le
Certificat Global représentant des Titres au Porteur (Bearer
Notes) peut (ou dans le cas de Titres cotés sur Euronext Paris,
doit) être remis à un dépositaire commun à Euroclear et
Clearstream, Luxembourg. Les Certificats Globaux peuvent
également être remis à tout autre système de compensation ou
peuvent être délivrés en dehors de tout système de
compensation dès lors que la méthode de cette délivrance a
été convenue à l'avance avec l'Emetteur concerné, l'Agent
Financier et l'Agent Placeur concerné. Les Titres Nominatifs
qui doivent être crédités à un ou plusieurs systèmes de
compensation à l'émission seront enregistrés, tel que cela est
requis, au nom de mandataires ou d'un mandataire commun
pour ce système de compensation. Les modalités spécifiques
de chaque Tranche (qui seront complétées, si nécessaire, par
des modalités complémentaires et qui, hormis la date
d'émission, le prix d'émission, le premier paiement d'intérêts
et le montant nominal de la Tranche, seront identiques aux
modalités des autres Tranches de la même Souche) seront
stipulées dans les Conditions Définitives du Prospectus de
Base (les "Conditions Définitives").
Un numéro d'identification spécifique des titres (Code ISIN)
sera indiqué dans les Conditions Définitives applicables.
Chaque Tranche des Titres ayant une échéance de plus de
365 jours calendaires sera d'abord représentée par un Titre
Global Temporaire, à moins que les Conditions Définitives
applicables en disposent autrement, et chaque Tranche ayant
une échéance de 365 jours calendaires ou moins sera
177321-4-29-v0.5
- 26 -
36-40593699
initialement représentée par un Titre Global Permanent, à
moins que les Conditions Définitives applicables en disposent
autrement. Les Titres Globaux peuvent être émis sous forme
NGN ("NGN" - New Global Notes) ou sous la forme de
Titres Globaux Classiques. Les Titres Globaux seront
déposés (a) dans le cas d'une Tranche destinée à être
compensée par Euroclear Bank S.A. ("Euroclear") ou
Clearstream Banking, S.A. ("Clearstream, Luxembourg") à la
date d'émission auprès d'un dépositaire commun ou, selon le
cas, d'un conservateur commun au nom d'Euroclear et de
Clearstream, Luxembourg (b) dans le cas d'une Tranche
destinée à être compensée par Euroclear France et
conformément à ce qui a été convenu entre BPF et l'/les
Agent(s) Placeur(s) concerné(s) à la date d'émission, auprès
d'Euroclear France, agissant en sa qualité de dépositaire
central et (c) dans le cas d'une Tranche destinée à être
compensée par un système de compensation autre que, ou en
plus de, Euroclear, Clearstream, Luxembourg ou Euroclear
France ou livrés à l'extérieur d'un système de compensation,
comme convenu entre BPF, l'Agent et l'/les Agent(s)
Placeur(s) concerné(s).
Les droits dans les Titres Globaux Temporaires seront
échangeables contre des droits dans les Titres Globaux
Permanents ou, si cela est spécifié dans les Conditions
Définitives applicables, contre des Titres définitifs au porteur
(les "Titres Définitifs Nominatifs"). Un tel échange ne se
fera qu'après un délai de 40 jours à compter de la date
d'émission, dès attestation que le propriétaire véritable n'est
pas ressortissant des Etats-Unis, tel qu'exigé par les
Règlementations du Trésor américain. Les intérêts dans des
Titres Globaux Permanents seront échangeables contre des
Titres Définitifs dans certaines circonstances telles que plus
amplement décrites dans "Dispositions relatives aux Titres en
Forme Globale" ("Provisions relating to the Notes while in
Global Form").
Les Titres Définitifs portant intérêt seront émis avec des
coupons (chacun un "Coupon") et, le cas échéant, un ou
plusieurs talons (chacun un "Talon") pour les Coupons
supplémentaires. Les Titres Définitifs qui sont remboursables
en versements seront émis avec un ou plusieurs reçus (chacun
un "Reçu») pour ces versements. Voir "Dispositions relatives
aux Titres en Forme Globale" ("Provisions relating to the
Notes while in Global Form").
Les Titres Définitifs auront, s'ils portent intérêts, des coupons
d'intérêt attachés ("Coupons"), et, si cela est nécessaire, un
talon ("Talon") permettant d'obtenir des Coupons
supplémentaires, et seront, si le montant principal est
remboursable par versements échelonnés, accompagnés de
reçus de paiement ("Reçus").
Résumé spécifique à l'Emission:
Les Titres sont libellés en [£/€/$U.S./RMB/autres] [•] portent
intérêt à [•] pour cent/Taux Variable/Coupon Zéro] et
viennent à échéance le [•].
Souche N°:
177321-4-29-v0.5
- 27 -
[●]
36-40593699
Tranche N°:
[●]
Forme des Titres :
au Porteur
(i)
NGN :
[Oui/ Non]
(ii)
Certificat
Global
Temporaire
ou
Permanent :
[Le
Certificat
Global
Temporaire
échangeable
contre un Certificat Global
Permanent
qui
est
échangeable contre des Titres
Définitifs
dans
des
circonstances limitées définies
dans le Certificat Global
Permanent.]
[Certificat Global Temporaire
échangeable contre des Titres
Définitifs sous réserve d'un
préavis de [●] jours.]
(iii)
Exemptions TEFRA
applicables :
[Certificat Global Permanent
échangeable contre des Titres
Définitifs
dans
des
circonstances limitées définies
dans le Certificat Global
Permanent.]
[Règles
objet]
C.2
Devises
C/Règles
D/Sans
Code ISIN :
[●]
Code commun :
[●]
Dépositaire Central :
[●]
Tout
système
de
compensation
autre
qu'Euroclear
Bank
S.A./N.V. et Clearstream
Banking, société anonyme
et
les
numéros
d'identification applicables :
[Sans objet]/[donner le(s)
nom(s) et le(s) numéro(s) [et
le(s) adresse(s)]]
Sous réserve de toutes les lois et tous les règlements
applicables, les Titres peuvent être émis en toute(s) devise(s)
qui pourraient être convenues entre BPF et l'(les) Agent(s)
Placeur(s) concerné(s) (tel qu'indiqué dans les Conditions
Définitives applicables).
Résumé spécifique à l'Emission:
La devise des Titres est [Livres Sterling (£)/Euro (€)/U.S.
dollars ($U.S.)/Renminbi/autres]
C.5
Description de toute
restriction imposée à la libre
négociabilité des Titres
177321-4-29-v0.5
Les Titres ne seront émis que dans les circonstances qui sont
conformes aux lois, lignes directrices, règlementations,
restrictions ou obligations de reporting applicables aux Titres
à tout moment, y compris les restrictions à l'offre et à la vente
de Titres et la distribution des supports d'offre dans de
nombreuses juridictions applicables à la date du Prospectus
- 28 -
36-40593699
de Base. Il n’y a pas de restriction à la libre négociabilité des
Titres.
C.8
Description des droits attachés
aux Titres
Prix d'Emission : Les Titres pourront être émis au pair, endessous du pair, ou au-dessus du pair.
Montant du Programme : Le montant nominal total des
Titres en circulation ne pourra, à aucun moment, excéder la
somme de 6.000.000.000 d'euros (ou la contre-valeur de ce
montant dans toute autre devise à la date de l'émission).
Valeurs nominales : Les valeurs nominales telles que
convenues entre BPF et l'(les) Agent(s) Placeur(s)
concerné(s) et indiquées dans les Conditions Définitives
applicables.
Rang de créance des Titres : Les engagements de BPF au
titre des Titres seront non assortis de sûretés.
Les Titres de BPF constituent (sous réserve de la Clause 4
(Maintien de l'emprunt à son rang)) des engagements directs,
inconditionnels, non assortis de sûretés et non subordonnés
de BPF, et doivent à tout moment être au même rang et sans
préférence ou priorité entre eux en raison de la date
d'émission, de la devise de paiement ou autre, que tout autre
endettement non assorti de sûretés de BPF (autre que des
engagements subordonnés, le cas échéant) en circulation à la
date des présentes ou ultérieurement (sauf pour les exceptions
prévues par la loi).
Redénomination et/ou Consolidation : Les Titres libellés
dans une monnaie qui peut être convertie en euros peuvent
faire l'objet d'une redénomination et/ou d'une consolidation
avec les autres Titres déjà libellés en euros.
Maintien de l'emprunt à son rang : Aussi longtemps que des
Titres seront en circulation, BPF ne constituera pas, et ne
laissera pas subsister d'hypothèque, nantissement, privilège
ou toute autre forme de garantie ou sûreté réelle ("Sûreté
réelle") (Security) sur tout ou partie de ses actifs, présents ou
futurs, aux fins de garantir tout endettement (en circulation à
la date d'émission des Titres ou ultérieurement) à moins que
les Titres ne bénéficient d'une sûreté équivalente ou de même
rang avec cet Endettement à l'exception de :
177321-4-29-v0.5
(i)
Sûreté réelle constituée sur des actifs détenus en
fiducie (trust) par une autre personne, dont les actifs
sont utilisés par cette autre personne uniquement
pour remplir les obligations de paiement prévues de
l'Emetteur concernant le principal et/ou les intérêts
pour toutes obligations ou titres non assortis de
sûreté émis par l'Emetteur (les "Engagements de
l'Emetteur") dans les circonstances où cette autre
personne s'est engagée à acquitter l'Emetteur de ces
Engagements ;
(ii)
Sûreté réelle sur des actifs ou des créances de
l'Emetteur consentie dans le cadre du refinancement
de ces actifs ou créances et où les risques (à
l'exception de ceux en rapport avec tout
réhaussement du crédit fourni par l'Emetteur dans le
- 29 -
36-40593699
cadre de ces actifs ou créances) liés au nonpaiement pour ces actifs ou créances ne sont pas à la
charge de l'Emetteur en raison de ce refinancement ;
(iii)
Sûreté réelle sur un dépôt fait par l'Emetteur en
utilisant les produits d'une émission d'obligations ou
de titres émis par l'Emetteur à condition que (A) le
dépositaire de ces produits prête à une (des) autre(s)
société(s) du Groupe BPF un montant au moins égal
au montant du dépôt et (B) que ce prêt ait une date
d'échéance qui ne soit pas antérieure à la date de
remboursement pour ce dépôt.
Pour les besoins de la clause de Maintien de l'emprunt à son
rang, "endettement" signifie tout endettement sous la forme
de, ou représenté par des, obligations, titres ou autres titres de
créance qui sont, qui doivent être, ou qui sont susceptibles
d'être inscrits, cotés ou négociés sur toute bourse de valeurs
ou sur tout marché de gré à gré ou autre marché de titres.
Défaut croisé : Les Modalités contiendront une clause de
défaut croisé pour BPF et les Filiales Principales (Principal
Subsidiary) de BPF, où " Filiales Principales " signifie à tout
moment une Filiale de BPF :
(i)
dont le total des actifs ou le produit net bancaire (ou,
lorsque la Filiale en question prépare des comptes
consolidés, le total des actifs consolidés ou le
produit net bancaire consolidé, selon le cas)
attribuable à BPF représente plus de 10 pour cent du
total des actifs consolidés ou du produit net bancaire
consolidé de BPF, tous tels que calculés par
référence aux derniers comptes audités (ou aux
comptes consolidés le cas échéant) de cette Filiale et
aux derniers comptes consolidés audités de BPF et
de ses Filiales consolidées ; ou
(ii)
à laquelle est transférée la totalité ou une partie
substantielle des actifs et engagements d'une Filiale
qui immédiatement avant ce transfert était une
Filiale Principale.
Pour les besoins de ce résumé, "Filiale" signifie, à un
moment donné, toute société qui est alors directement ou
indirectement contrôlée, ou dont plus de 50% du capital (ou
équivalent) est détenu par BPF et/ou l'une ou plusieurs de ses
Filiales, à l’exception (a) des Sociétés Communes BPF
Santander ou (b) de tout autre entité non consolidée, faisant
directement ou indirectement partie du Groupe BPF (où
"Sociétés Communes BPF Santander" signifie tout entité
dont le capital ou son équivalent est, à tout moment, détenu
directement ou indirectement à parité par BPF et SCF et
consolidée par intégration globale par le groupe Santander.
Cas d'Exigibilité Anticipée : Les Titres seront dus et
exigibles à leur montant principal augmenté des intérêts
courus en cas de survenance d'un cas d'exigibilité anticipé
relatif aux Titres. Les cas d'exigibilité anticipée relatifs aux
Titres incluent :
•
177321-4-29-v0.5
un défaut de paiement sur les intérêts ou le principal
- 30 -
36-40593699
– si ce paiement n'est pas effectué à la date
d'échéance prévue et qu'il n'a pas été remédié à ce
défaut dans les 10 jours calendaires ;
•
un manquement de l'Emetteur relatif à l'une
quelconque de ses obligations relatives aux Titres
dans une période de 30 jours calendaires suivants
une notification écrite de ce défaut ;
•
un défaut croisé (tel que décrit ci-dessus) ; et
•
d'autres cas de défaut affectant l'Emetteur, y compris
(sous réserve de certaines conditions) en cas de
dissolution de l'Emetteur ou si la totalité ou la quasi
totalité de ses actifs est transférée à une autre entité
avant le remboursement en totalité des Titres.
Retenue à la Source : Tous les paiements relatifs aux Titres
seront effectués libres de toute retenue à la source ou de tout
prélèvement libératoire au titre de tout droit, impôt,
prélèvement ou taxe imposés par la France ou de toute
autorité française ayant le pouvoir d'imposer, à moins que la
retenue à la source ou le prélèvement de ces impôts ne soit
exigé par la loi. Si une telle retenue à la source ou un tel
prélèvement est requis, l'Emetteur devra majorer ses
paiements dans toute la mesure permise par la loi et sous
réserve de certaines exceptions.
Droit applicable: Les Titres seront régis et interprétés
conformément au droit anglais.
Résumé spécifique à l'Emission:
Prix d'émission: [•]
Valeur Nominale: [•]
C.9
Intérêts, échéance et modalités
de remboursement, rendement
et représentation des Porteurs
des Titres
Voir l'Elément C.8 pour les droits attachés aux Titres, le rang
et les restrictions à ces droits.
Titres à Taux Fixe : Les Titres à Taux Fixe porteront intérêts
à ce(s) taux et seront payables à terme échu à/aux date(s), tel
que convenu entre BPF et l'(les) Agent(s) Placeur(s)
concerné(s) (tel qu'indiqué dans les Conditions Définitives
applicables) et au rachat.
Titres à Taux Variable : Les Titres à Taux Variable porteront
intérêts déterminé de façon différente pour chaque Souche
par référence au LIBOR, EURIBOR ou EONIA tel qu'ajusté
des Marges applicables.
La Période d'Intérêts pour les Titres à Taux Variable seront
la/les période(s) convenue(s) entre BPF et l'(les) Agent(s)
Placeur(s) concerné(s) (telle(s) qu'indiquée(s) dans les
Conditions Définitives applicables).
Les Titres à Zéro Coupon : Les Titres à Zero Coupon
peuvent être offerts et vendus à un prix inférieur à leur valeur
faciale et ne porteront pas intérêt.
Date d'entrée en jouissance et date d'échéance des intérêts :
Les Conditions Définitives applicables indiqueront pour
177321-4-29-v0.5
- 31 -
36-40593699
chaque Tranche de Titres portant intérêts, les dates
d'exigibilité et d'échéance des intérêts.
Date d'Echéance : Les échéances des Titres seront indiquées
dans les Conditions Définitives applicables, sous réserve du
respect des exigences légales et/ou réglementaires et/ou d'une
banque centrale applicables.
Remboursement : Les Titres peuvent être remboursés au
pair ou à tout autre montant tel que spécifié dans les
Conditions Définitives applicables (le "Montant de
Remboursement Final")
Remboursement Anticipé : Sauf dans le cas prévu aux
paragraphes " Remboursement Anticipé au gré de l’Emetteur
(Call Option)" et "Remboursement Anticipé au gré de
l’Emetteur à un Montant de Remboursement Compensatoire
(Make-whole Redemption by the Issuer)" ci-dessous, les
Titres pourront être remboursés avant leur date d'échéance
pour raisons fiscales au pair ou à tout autre montant tel
qu'indiqué dans les Conditions Définitives applicables (le
"Montant de Remboursement Anticipé").
Option de Remboursement de l'Emetteur (Call Option) :
Si cela est indiqué dans les Conditions Définitives
applicables, pour toute émission de Titres, l'Emetteur pourra,
après notification, procéder au remboursement de la totalité
(mais non d'une partie seulement, sauf stipulations contraires
des Conditions Définitives) des Titres de la Souche
concernée à leur montant de remboursement anticipé
optionnel par l'Emetteur (le "Montant de Remboursement
Optionnel") ou tout autre montant de remboursement qui
peut être spécifié dans les Conditions Définitives),
accompagné des intérêts courus (le cas échéant) à la date
spécifiée lors de cette notification.
Remboursement anticipé au gré de l’Emetteur à un
Montant de Remboursement Compensatoire (Makewhole Redemption by the Issuer)
Si un Remboursement anticipé au gré de l’Emetteur (Makewhole Redemption by the Issuer) est spécifié dans les
Conditions Définitives applicables, l’Emetteur aura la
possibilité,
après
notification,
de
procéder
au
remboursement de tous les Titres de la Série concernée (et
non certains d'entre eux), à tout moment jusqu’à leur Date
d’échéance, pour un montant égal au montant de
remboursement compensatoire accompagné des intérêts
courus (le cas échéant) à la date spécifiée lors de cette
de
Remboursement
notification
(le
"Montant
Compensatoire").
Option de Remboursement des Porteurs (Put Option) : Les
Conditions Définitives émises pour toute émission de Titres
détermineront si ces Titres peuvent être remboursés avant
leur échéance prévue au gré des porteurs de Titres (les
"Porteurs de Titres") et, si cela est le cas, les modalités
applicables à un tel remboursement.
Rendement (Titres à Taux Fixe uniquement) : Le
rendement des Titres sera indiqué dans les Conditions
177321-4-29-v0.5
- 32 -
36-40593699
Définitives applicables.
Représentant des Porteurs des Titres : il n'y aura pas de
représentant des Porteurs des Titres désigné.
Résumé spécifique à l'émission :
Titres à Taux Fixe :
[Les Titres porteront intérêt [à compter de leur date
d'émission/à compter de [•]] au taux fixe de [•] pour cent. par
an.
Les
intérêts
seront
versés
[annuellement/
semestriellement/trimestriellement/mensuellement] à terme
échu le [•] de chaque année [sous réserve d'ajustements
relatifs aux jours non-ouvrés]. Le premier paiement d'intérêt
sera effectué le [•]/Sans Objet].
Titres à Taux Variable:
[Les Titres porteront intérêt [à compter de la date
d'émission/à compter de [•]] au taux variable calculé par
référence au [LIBOR/EURIBOR/EONIA] [plus/moins] une
marge de [•] pour cent. Les intérêts seront versés
[annuellement/semestriellement/trimestriellement] à terme
échu le [•] [et le [•]] de chaque année, sous réserve
d'ajustements relatifs aux jours non-ouvrés. Le premier
paiement d'intérêt sera effectué le [•]/ Sans Objet].
Les Titres à Zero Coupon:
[Les Titres ne portent pas d'intérêt et seront offerts ou vendus
avec une décote par rapport à leur montant nominal./Sans
Objet]
Date d'entrée en jouissance et date d'échéance des intérêts :
[Les intérêts relatifs aux Titres deviendront exigibles à
compter du [•] et seront dus le [•] de chaque année jusqu'à la
Date d'Echéance (inclus).]
Date d'Echéance :
[Les Titres auront une échéance le [[date]/ [la Date de
Paiement d'Intérêts la plus proche de [•]].]
Remboursement :
[Montant de Remboursement Final : [Pair] par Montant de
Calcul]
Remboursement Anticipé :
[Montant de Remboursement Anticipé : [Pair] par Montant
de Calcul]
Option de Remboursement de l'Emetteur (Call Option) :
[Applicable (particularités supplémentaires sont précisées
dans la rubrique 17 de la Partie A des Conditions
Définitives)/Sans Objet]
Remboursement anticipé au gré de l’Emetteur à un Montant
de
Remboursement
Compensatoire
(Make-whole
177321-4-29-v0.5
- 33 -
36-40593699
Redemption by the Issuer):
[Applicable (particularités supplémentaires sont précisées
dans la rubrique 18 de la Partie A des Conditions
Définitives)/Sans Objet]
Option de Remboursement des Porteurs de Titres (Put
Option) :
[Applicable (particularités supplémentaires sont précisées
dans la rubrique 19 de la Partie A des Conditions
Définitives)/Sans Objet].]
Rendement (uniquement pour les Titres à Taux Fixe) :
[Le rendement est de [●] pour cent. par an.]
Le rendement est calculé à la Date d'Emission sur la base du
Prix d'Emission. Ce n'est pas une indication d'un rendement
futur/Sans Objet.]
C.10
Composante dérivée dans le
paiement d'intérêts
Sans Objet.
C.11
Admission à la négociation
Une demande d'admission aux négociations et à la cotation
sur Euronext Paris concernant les Titres à émettre dans le
cadre du Programme a été déposée auprès d'Euronext Paris.
Les Titres peuvent faire l'objet d'une cotation ou de
négociations sur d'autres marchés règlementés convenus entre
l'Émetteur et l'Agent Placeur de la Souche.
Les Titres pourront ne pas être cotés ni admis aux
négociations sur un marché règlementé.
Les Conditions Définitives de chaque Tranche détermineront
si les Titres sont cotés ou non et, si cela est le cas, la/les
bourse(s) concernée(s).
Résumé spécifique à l'émission :
[Une demande a été faite]/[une demande doit être faite] par
l'Emetteur (ou pour le compte de l'Emetteur) en vue de
l'admission des Titres aux négociations sur [Euronext Paris]
[le marché réglementé] de [la bourse de] [•]. [Les Titres ne
feront pas l'objet d'une admission aux négociations sur un
marché.]
Section D – Risques
D.2
Informations clés sur les
principaux risques propres à
l'Emetteur
La liste ci-dessous est un aperçu des risques liés à BPF et à sa
capacité à remplir ses obligations en vertu des Titres émis
dans le cadre du Programme :
Risque d'activité : Six facteurs de risque principaux ont un
impact sur le niveau d'activité de BPF :
177321-4-29-v0.5
•
les facteurs externes concourant à l'achat de véhicules ;
•
la politique des pouvoirs publics en matière d'incitation à
l'acquisition de véhicules neufs ;
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•
des évolutions réglementaires ou fiscales qui pourraient
conduire à modifier l’activité ou à en altérer la
rentabilité ;
•
le volume de ventes des marques Peugeot, Citroën et DS,
ainsi que leur politique marketing qui privilégient plus ou
moins les opérations conjointes réalisées avec BPF ;
•
le positionnement concurrentiel de BPF tant en terme
d’offre qu’en terme de prix ;
•
le risque pays dont la gestion vise à rechercher autant que
faire se peut un financement local.
Risque de crédit : le risque de perte résultant de l'incapacité
d'un client à faire face à un paiement ou à d'autres stipulations
d'un contrat conclu avec BPF. Le niveau de risque de crédit
est également influencé par la conjoncture économique dans
les différents pays dans lesquels BPF intervient ;
Risques financiers et risques de liquidité :
•
le risque de liquidité qui dépend de paramètres externes
("Market risk") : essentiellement la situation des marchés
financiers mondiaux et de paramètres internes ("Funding
risk") : principalement la notation de BPF ;
•
le risque de taux d'intérêt : la politique fixée par BPF vise
à ne pas être en situation de risque de taux et donc à
utiliser si nécessaire des instruments financiers dérivés
pour atteindre cet objectif ;
•
le risque de contrepartie provenant des opérations de
marché réalisées pour couvrir le risque de taux et le
risque de change opérationnel, du placement de la facilité
de liquidité de BPF et la gestion, par délégation, dans le
cadre des opérations de titrisation, du placement des
réserves des fonds communs de titrisation ;
•
le risque de change ;
•
le risque de marché provenant d'opérations
instruments dérivés, de taux et de change ;
sur
BPF est exposée à des risques liés aux opérations de
titrisation ;
Risque de concentration individuel des opérations de crédit,
sectoriel des opérations de crédit et des refinancements
bancaires ;
Risque opérationnel résultant d'une inadaptation ou d'une
défaillance imputable à des procédures, au personnel BPF et
aux
systèmes
internes
ou
à
des
évènements
extérieurs ;
Risque de non-conformité défini comme le risque de
sanction judiciaire, administrative ou disciplinaire, de perte
financière significative ou d'atteinte à la réputation, qui naît
du non-respect de dispositions propres aux activités bancaires
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et financières ;
Risque de réputation ;
Risque des activités d'assurance et services incluant le
risque lié aux actes de propositions d’offres d’assurance et
actes de vente de produits d’assurance, le risque de
souscription et de sous-provisionnement, les risques
financiers de marché associés aux placements réalisés et le
risque de contrepartie ;
Corrélation entre BPF et son actionnaire : de par son
appartenance à 100% un groupe automobile et du fait de ses
activités captives, l'activité et la rentabilité de BPF peuvent
être partiellement influencées par un certain nombre de
facteurs prenant naissance au niveau du groupe PSA Peugeot
Citroën.
BPF est exposée à la crise financière mondiale et à la crise de
la dette dans la zone euro ; et
Risques liés au fonctionnement du partenariat stratégique
avec SCF prévoyant la création de sociétés communes
incluant le paiement de dividendes par les sociétés communes
et leur financement par SCF, tel que prévu dans l’Accord
Cadre.
D.3
Informations clés sur les
principaux risques propres
aux Titres
La liste ci-dessous énumère les principaux facteurs qui sont
significatifs afin d'évaluer les risques de marché liés aux
Titres émis dans le cadre du Programme :
•
les Titres peuvent ne pas constituer un investissement
adapté à tous les investisseurs ;
•
risques généraux relatifs aux Titres : potentiels conflits
d'intérêts, légalité de l'achat, modification et
renonciations, fiscalité, conformité de la retenue à la
source fiscale des comptes US étrangers, Directive
Européenne sur l'épargne, Directive Européenne sur le
redressement et la résolution des établissements de crédit
et des entreprises d’investissement, changement de la loi,
droit français des procédures collectives, valeur nominale
minimum tels que ;
•
•
•
•
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le véritable retour sur investissement d'un Porteur de
Titres peut être réduit par l'impact du régime fiscal
auquel il est soumis ;
retenues à la source relatives à la règlementation
FATCA ;
des amendements à la directive sur la fiscalité de
l'épargne ou aux législations nationales peuvent
étendre ou amender la portée des exigences
concernant la fiscalité de l'épargne sous forme de
paiement d'intérêts ;
les dispositions impératives du droit français des
procédures collectives pourraient imposer des
assemblées qui dérogeraient aux dispositions
prévues dans les modalités des Titres relatives aux
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assemblées des Porteurs de Titres ;
•
•
risques liés au marché en général : des considérations
légales relatives aux investissements peuvent restreindre
certains investissements, absence de marché secondaire
actif pour les Titres et risque de liquidité, risques de taux
de change et des contrôles des changes, les notations de
crédit peuvent ne pas refléter tous les risques, valeur de
marché des Titres ; tels que :
•
•
•
•
•
les Titres peuvent n'avoir aucun marché existant lors
de leur émission et il peut ne se développer aucun
marché. Il ne peut y avoir de certitude sur l'existence
d'un marché secondaire pour les Titres ou sur la
continuité d'un tel marché si celui-ci se développe et
il peut ainsi y avoir une absence de liquidité sur ce
marché ;
les Titres peuvent être notés par une ou plusieurs
agences de notation indépendantes. La notation des
Titres ne reflète pas nécessairement tous les risques
liés à la structure, au marché, et aux facteurs
supplémentaires précités dans cette Section, ainsi
que d'autres facteurs qui peuvent affecter la valeur
des Titres ;
la valeur des Titres sera affectée par la solvabilité de
l'Emetteur et/ou du Groupe et par un certain nombre
de facteurs supplémentaires, notamment, mais non
limitatif, l'intérêt du marché, les taux de rendement
et la date de maturité ;
les notations de crédit attribuées aux Titres peuvent
ne pas refléter tous les risques.
risques spécifiques liés à la structure d'une émission de
Titres particulières (ex. notamment Titres pouvant
donner lieu à un remboursement au gré de l'Emetteur,
Titres à Taux Fixe, Titres à Taux Variable, Titres à taux
changeant et Titres à Coupon Zéro) tels que :
•
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les Porteurs de Titres dont la valeur nominale est
égale à une valeur nominale unitaire minimale plus
un multiple entier supérieur d'un autre montant
inférieur à cette valeur nominale unitaire minimale,
pourraient ne pas recevoir des Titres physiques, si, à
la suite de transactions sur les Titres, les Porteurs de
Titres venaient à détenir un montant principal
inférieur à ladite valeur nominal unitaire minimale.
[(Insérer si les Titres peuvent donner lieu à un
remboursement au gré de l'Emetteur) La possibilité
d'un remboursement optionnel des Titres est
susceptible de limiter leur valeur de marché et de
réduire considérablement le taux de rendement
anticipé par les Porteurs de Titres. Pendant chaque
période durant laquelle l'Emetteur peut choisir de
rembourser les Titres, la valeur de marché de ces
Titres ne dépassera généralement pas leur prix de
remboursement. Cela peut également être le cas
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avant toute période de remboursement.]
•
•
•
•
•
•
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[(Insérer si les Titres peuvent donner lieu à un
remboursement au gré des Porteurs) L'exercice
d'une option de remboursement anticipé au gré des
Porteurs pourrait affecter la liquidité des Titres pour
lesquels cette option n'a pas été exercée. Selon le
nombre de Titres pour lesquels l'option de
remboursement au gré des Porteurs stipulée dans les
modalités des Titres est exercée, tout marché relatif
aux Titres pour lesquels cette option n'est pas
exercée pourrait devenir non liquide.]
[(Insérer si les Titres sont à Taux Fixe) S'agissant
des Titres portent intérêt à taux fixe, il ne peut être
exclu que des changements subséquents sur le
marché des taux d'intérêts puissent affecter de
manière négative la valeur d'une Tranche de Titres.]
[(Insérer si les Titres sont à Taux Variable) La
rémunération des Titres à Taux Variable est
composée (i) d'un taux de référence (ii) auquel
[s'ajoute]/[est soustrait] une marge. Le taux de
référence sera ajusté de manière périodique (tous les
[trois]/[six]/[•] mois). La valeur de marché des Titres
à taux variable peut donc fluctuer si des
changements affectant le taux de référence peuvent
seulement être reflétés dans le taux de ces Titres à la
prochaine période d'ajustement du taux de référence
concerné. En outre, les investisseurs ne pourront pas
calculer à l'avance le taux de rendement des Titres à
Taux Variable.]
[(Insérer si les Titres sont à Taux Changeant) Les
Titres à Taux Changeant peuvent être des
instruments volatils. Si leur structure inclut une
valeur plafond ou plancher, ou une combinaison de
ces caractéristiques, leur valeur de marché peut être
plus volatile que celle des Titres ne revêtant aucune
de ces caractéristiques.]
[(Insérer si les Titres sont à Coupon Zéro) Les prix
auxquels les Titres à Coupon Zéro, ainsi que les
Titres émis avec une décote importante sur leur
montant principal payable à échéance, se négocient
sur le marché secondaire ont tendance à faire
davantage l'objet de fluctuations en raison des
changements généraux des conditions d'intérêt que
des titres classiques ayant des échéances
comparables.]
[(Insérer pour les Titres RMB) Les Titres RMB ne
sont pas convertibles librement et dans certaines
hypothèses, l'Émetteur peut être autorisé à effectuer
des paiements en dollars américains; il existe des
restrictions significatives relatives au paiement des
Titres RMB au sein et en dehors de la République
Populaire de Chine. La liquidité des Titres en RMB
pourrait en être affectée de manière significative et
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36-40593699
défavorable. En outre, les investissements dans les
Titres RMB sont soumis aux risques de change.]
Section E - Offer
E.2b
Raison de l'offre et utilisation
des produits
Le produit net de l'émission de chaque Tranche de Titres sera
utilisé par l'Emetteur pour financer les besoins généraux de
l'entreprise. Si dans le cadre d'une émission déterminée de
Titres, une utilisation particulière des fonds est envisagée,
celle-ci sera précisée dans les Conditions Définitives
concernées.
Résumé spécifique à l'émission:
[Le produit net de l'émission des Titres sera utilisé par
l'Émetteur pour les besoins généraux de l'entreprise/Autre
(préciser).]
E.3
Modalités et conditions de
l'offre
Les Conditions Définitives applicables stipuleront les
modalités et conditions de l'offre applicable à chaque Tranche
de Titres.
A l'exception des stipulations de la section A.2 ci-dessus, ni
l'Emetteur ni aucun des Agents Placeurs n'a autorisé une
quelconque Offre au Public par quelque personne que ce soit
en toutes circonstances et une telle personne n'est pas
autorisée à utiliser le Prospectus dans le cadre de ses offres de
Titres. De telles offres ne sont pas faites au nom de l'Emetteur
ni par aucun des Agents Placeurs ou des Offrants Autorisés et
ni l'Emetteur ni aucun des Agents Placeurs ou des Offrants
Autorisés n'est responsable des actes de toute personne
procédant à ces offres.
Résumé spécifique à l'émission:
[Les Titres sont offerts dans le cadre d'Offre Non-exemptée
en [préciser le ou les pays].
Le prix d'émission des Titres est [•] pour cent de leur montant
nominal.
[Résumer les Offres Non-exemptées, en copiant le langage à
partir des paragraphes [33] de la Partie A et [9] de la Partie
B des Conditions Définitives.]
E.4
Intérêts des personnes morales
ou physiques impliquées dans
l'émission des Titres
L'intérêt et les éventuels intérêts conflictuels pouvant influer
sensiblement sur l'émission/l'offre des Titres concernés seront
décrits dans les Conditions Définitives applicables.
Résumé spécifique à l'émission:
[Sans objet. A la connaissance de l'Emetteur, aucune
personne participant à l'émission n'y a d'intérêt significatif.]
[L'Agent Placeur percevra des commissions d'un montant de
[●]% du montant en principal des Titres. A la connaissance
de l'Emetteur, aucune autre personne participant à l'émission
n'y a d'intérêt significatif.] [●]
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E.7
Estimation des dépenses mises
à la charge de l'investisseur
par l'Émetteur ou l'offreur
Une estimation des dépenses facturées à l'investisseur par
l'Emetteur ou l'offrant sera incluse dans les Conditions
Définitives applicables.
Résumé spécifique à l'Emission:
[Les dépenses mises à la charge à l'investisseur sont estimées
à [●]./Sans objet, aucune dépense ne sera mise à la charge de
l'investisseur.]
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Risk Factors
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may occur for other reasons and the Issuer does not
represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus (including
any documents incorporated by reference herein) and the Final Terms of the relevant Notes and reach
their own views prior to making any investment decision.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
Any reference below to a Condition is a reference to the correspondingly numbered condition in the
Terms and Conditions of the Notes. Words and expressions defined in the other sections of this Base
Prospectus shall have the same meaning in this section.
FACTORS RELATING TO THE ISSUER
For details on the risk factors relating to BPF (in addition to the following), refer to pages 38 to 46 of the
Banque PSA Finance 2014 Annual Report (English version), which is incorporated by reference into this
Base Prospectus.
1.
Global financial crisis and eurozone debt crisis
Concerns about credit risk and the eurozone crisis continue to put pressure on the economic environment.
The large sovereign debts and/or fiscal deficits of a number of European countries and the US have raised
concerns regarding the financial condition of financial institutions, insurers and other corporates (i)
located in these countries; (ii) that have direct or indirect exposure to these countries; and/or (iii) whose
banks, counterparties, custodians, customers, service providers, sources of funding and/or suppliers have
direct or indirect exposure to these countries. The default, or a significant decline in the credit rating, of
one or more sovereigns or financial institutions could cause severe stress in the financial system generally
and could adversely affect the markets in which the Issuer operates and the businesses and economic
condition and prospects of BPF's counterparties, customers, suppliers or creditors, directly or indirectly,
in ways which it is difficult to predict.
The impact of these conditions could be detrimental to BPF and could adversely affect its business,
operations and profitability; their solvency and the solvency of its counterparties, custodians, customers
and service providers; its credit ratings; the value and liquidity of its assets and liabilities; the value and
liquidity of the Notes and/or the ability of the Issuer to meet its obligations under the Notes and under its
debt obligations more generally.
Prospective investors should ensure that they have sufficient knowledge and awareness of the Eurozone
crisis, global financial crisis and the economic situation and outlook as they consider necessary to enable
them to make their own evaluation of the risks and merits of an investment in the Notes. In particular,
prospective investors should take into account the considerable uncertainty as to how the Eurozone crisis,
the global financial crisis and the wider economic situation will develop over time.
2.
Banco Santander Strategic Partnership
Joint Venture Partnership
The Issuer and Santander Consumer Finance (“SCF”) (the consumer finance subsidiary of Banco
Santander) entered into a framework agreement on 10 July 2014 (the “Framework Agreement”) relating
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to the creation of a strategic joint venture partnership covering 11 European countries and focussing on
providing wholesale financing to Peugeot, Citroën and DS dealerships and retail financing to such
dealerships’ customers in these countries.
The strategic partnership will result in approximately 90 per cent. of the Issuer’s current activities and
assets being held in ten joint venture subsidiaries whose share capital will be held (directly or indirectly)
equally between the Issuer and SCF and one joint venture commercial partnership. Approximately
53 per cent. of such activities and assets are now held in such structures following the acquisition in
February 2015 by SCF of 50 per cent. of the share capital of each of Société Financière de Banque
(covering the French market) and PSA Finance UK Ltd (covering the UK market), each previously
wholly-owned by the Issuer.
The majority of the remaining activities - covering Germany, Austria, Belgium, Spain, Italy, Holland,
Switzerland and Portugal - are expected to be transferred by the end of 2015 and completely transferred
by early 2016 following final approval by the relevant banking regulators in these countries of activity.
The strategic partnership is the result of a negotiated process which has established a number of
governance, staffing and operating structures and parameters aimed at ensuring an efficient and mutually
advantageous running of the joint venture activities with specific focusses of interest and casting vote
structures and/or default solutions relating to certain key reserved matters to avoid deadlock situations.
The strategic partnership has been entered into on the basis that it will function as conceived and in
accordance with the Framework Agreement and that each party will comply with the terms of the
Framework Agreement. However, there can be no guarantee that any possible strategic differences of
commercial direction or conflicts will be resolved in a timely manner and accordingly may result in a
material adverse effect on the financial condition, results and operations of the Issuer.
In addition, the Framework Agreement, and any related agreements, as with any other commercial
arrangement or relationship, are subject to amendment, variation and/or termination at the sole discretion
of the parties.
Sources of Income
The structure of the joint venture holdings means the Issuer will in the future be relying to a significant
extent on income flows from the activities of the joint venture subsidiaries in the form of dividends or
equivalent. The size and frequency of such dividend flows will depend on the success of the joint venture
operations and the dividend policy adopted by and for each such subsidiary. Any delay in, or any decision
to reduce or postpone any dividend or equivalent payments may result in a material adverse effect on the
financial condition, results and operations of the Issuer.
Sources of Financing
The Framework Agreement envisages that SCF will be the primary source of funding for the companies
forming the joint venture structure. The terms of such funding must comply with certain pre-approved
parameters by the Issuer. Accordingly, any event or circumstances which prevents or delays the
availability of such financing may result in a material adverse effect on the financial condition, results and
operations of the Issuer.
Accounting Treatment of the Joint Venture Structure
Under the strategic partnership, SCF will be the sole shareholder responsible, from a banking supervisory
perspective for all the joint-venture subsidiaries. The relevant banking supervisors in France (ECB) and
the UK (the UK Prudential Regulation Authority) have confirmed this approach with regard to the
existing joint venture subsidiaries (see “Banco Santander Strategic Partnership” above) and the Issuer and
SCF are awaiting similar confirmation from the relevant banking supervisors in the relevant jurisdictions
of the other proposed joint venture subsidiaries.
Accordingly, and since the Issuer will not be responsible for any of the financial liabilities of the joint
venture subsidiaries beyond its 50% equity holding in them, SCF will be deemed to have control of each
of the joint venture subsidiaries as of the date the relevant transfers take place and will, as of such date,
fully consolidate such subsidiaries in its consolidated financial statements in accordance with IFRS.
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In addition, the Issuer will, as of such date, consolidate such subsidiaries pursuant to the equity method in
its consolidated financial statements in accordance with IFRS and the joint venture structure will result in
changes to the presentation of the Issuer’s financial statements (as described in the Issuer’s 2014 Annual
Report).
Issuer Sole Party Responsible under the Notes/Structural Subordination
Investors will not have any direct claims on the cash flows or the assets of the Issuer’s subsidiaries
(including in particular those subsidiaries forming part of the joint venture structure) or of SCF or any of
its affiliates, and neither such subsidiaries nor SCF or any of its affiliates have any obligation, contingent
or otherwise, to pay amounts due under the Notes or to make funds available to the Issuer for these
payments.
Claims of the creditors of the Issuer’s subsidiaries including in particular those subsidiaries forming part
of the joint venture structure have a priority as to the assets of such subsidiaries over the claims of the
Issuer’s creditors. Consequently, holders of Notes are in effect structurally subordinated on insolvency to
the prior claims of the creditors of such subsidiaries.
Use of Proceeds
The proceeds raised by the Issuer in connection with the issue of any Notes will be used solely to finance
the activities which do not form part of the activities undertaken by the joint venture subsidiaries. Any
funds available to the joint venture subsidiaries will be used solely to fund their respective activities.
Ratings
No assurances can be given at the date of this Base Prospectus as to the effects of the strategic partnership
on the potential future credit ratings of any rating agency relating to the Issuer or any of the Notes.
RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe some of the risk factors that are material to the Notes to be offered
and/or admitted to trading in order to assess the market risk associated with the Notes. They do not
describe all the risks of an investment in the Notes. Prospective investors should consult their own
financial and legal advisers about risks associated with investment in a particular Series of Notes and the
suitability of investing in the Notes in light of their particular circumstances.
The Notes will constitute unsecured obligations of BPF, and will constitute unsubordinated Notes ranking
equally among themselves and equally with all other unsubordinated and unsecured obligations of BPF
(other than obligations preferred by mandatory provisions of law).
Notes may not be a suitable investment for all investors
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
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(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes which are complex financial instruments unless
it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will
perform under changing conditions, the resulting effects on the value of such Notes and the impact this
investment will have on the potential investor's overall investment portfolio.
(1)
General risks relating to the Notes
Potential conflicts of interest
The Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind of
commercial or investment banking or other business with any issuer of the securities taken up in an index,
their respective affiliates or any guarantor or any other person or entities having obligations relating to
any issuer of the securities taken up in an index or their respective affiliates or any guarantor in the same
manner as if any index-linked Notes issued under the Programme did not exist, regardless of whether any
such action might have an adverse effect on an issuer of the securities taken up in the index, any of their
respective affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives
which may affect the market price, liquidity or value of the Notes and which could be deemed to be
adverse to the interests of the Noteholders.
Potential conflicts of interest may arise between the Calculation Agent, if any, for a Tranche of Notes and
the Noteholders, including with respect to certain discretionary determinations and judgments that such
Calculation Agent may make pursuant to the Terms and Conditions of the Notes that may influence the
amount receivable upon redemption of the Notes.
Legality of purchase
None of the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether under the laws
of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
Modification and waivers
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend or vote at the relevant meeting and Noteholders
who voted in a manner contrary to the majority.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for financial instruments such as the Notes. Potential
investors cannot rely upon the tax summary contained in this Base Prospectus but should ask for their
own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and
redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of the
potential investor. This investment consideration has to be read in connection with the taxation sections of
this Base Prospectus.
U.S. foreign account tax compliance withholding
The Issuer and other non-U.S. financial institutions through which payments on the Notes are made may
be required to withhold U.S. tax at a rate of 30 per cent. on all, or a portion of, payments made after 31
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December 2016 in respect of (i) any Notes issued or materially modified on or after the date that is six
months after the date on which Treasury Regulations that define the term "foreign passthru payment" are
filed with the Federal Register (such date, the "Grandfathering Date") and (ii) any Notes which are
treated as equity for U.S. federal tax purposes, whenever issued pursuant to the foreign account
provisions ("FATCA") of the Hiring Incentives to Restore Employment Act of 2010. Treasury
Regulations that define the term "foreign passthru payments" have not yet been filed in the Federal
Register. If Notes are issued before the grandfathering date, and additional Notes of the same series are
issued on or after that date, other than pursuant to a "qualified reopening" for U.S. federal income tax
purposes, the additional Notes may not be treated as grandfathered and may be subject to withholding
under FATCA.
The United States has entered into a Model 1 intergovernmental agreement regarding the implementation
of FATCA with France (the IGA). Under the IGA, as currently drafted, withholding on "foreign passthru
payments" (which may include payments on the Notes) by the Issuer is not currently required but may be
imposed in the future; however, it is possible that a non-U.S. financial institution that serves as a paying
agent or other intermediary with respect to payments made on the Notes will be required to withhold
under FATCA on any "foreign passthru payments" made on the Notes. In addition, significant aspects of
when and how FATCA will apply remain unclear, and no assurance can be given that withholding under
FATCA will not become relevant with respect to payments made on or with respect to the Notes in the
future. If an amount in respect of U.S. withholding tax were to be deducted or withheld from interest,
principal or other payments on the Notes as a result of FATCA, the IGA or French law implementing the
IGA, none of the Issuer, any paying agent or any other person would, pursuant to the Terms and
Conditions of the Notes be required to pay additional amounts as a result of the deduction or withholding
of such tax. As a result, investors may, if FATCA is implemented as currently proposed by the IRS,
receive less interest or principal than expected. Holders of the Notes should consult their own tax advisers
on how these rules may apply to payments they receive under the Notes.
FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER, THE
NOTES AND THE HOLDERS IS UNCERTAIN AT THIS TIME. EACH HOLDER OF NOTES
SHOULD CONSULT ITS OWN TAX ADVISER TO OBTAIN A MORE DETAILED
EXPLANATION OF FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT
EACH HOLDER IN ITS PARTICULAR CIRCUMSTANCE.
EU Savings Directive
The EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of
interest payments (the "EU Savings Directive") requires each Member State as from 1 July 2005 to
provide to the tax authorities of another Member State details of payments of interest and other similar
income (within the meaning of the Directive) made by a paying agent in the meaning of the EU Savings
Directive within its jurisdiction to, or collected by such paying agent for, an individual resident or certain
types of entity (as defined in the article 4.2 of the EU Savings Directive) established in that other Member
State. However, Luxembourg and Austria may instead impose a withholding system for a transitional
period unless the beneficiary of interest payment elects for one of the two information exchange
procedures available. The rate of such withholding tax equals thirty-five (35) per cent. until the end of the
transitional period (see "Taxation - EU Savings Directive").
According to the Luxembourg law dated 25 November 2014, the Luxembourg government has abolished
the withholding tax system with effect from 1 January 2015 in favour of automatic information exchange
under the Savings Directive.
On 24 March 2014, the Council of the European Union adopted EU Council Directive 2014/48/EU
amending and broadening the scope of the requirements described above. The changes will expand the
range of payments covered by the Savings Directive, in particular to include additional types of income
payable on securities. The Savings Directive will also apply a “look through approach” to certain
payments where an individual resident in a Member State is regarded as the beneficial owner of that
payment for the purposes of the Savings Directive. This approach may apply to payments made to or by,
or secured for or by, persons, entities or legal arrangements (including trusts), where certain conditions
are satisfied, and may in some cases apply where the person, entity or arrangement is established or
effectively managed outside of the European Union. Member States are required to adopt and publish by
1 January 2016, laws and regulations necessary to comply with this Directive and apply these new
requirements from 1 January 2017.
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If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer
nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to
any Note as a result of the imposition of such withholding tax.
The proposed financial transactions tax
On 14 February 2013, the European Commission published a proposal (the "Commission’s Proposal")
for a Directive for a common financial transactions tax (the "FTT") in Belgium, Germany, Estonia,
Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member
States").
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in
Notes (including secondary market transactions) in certain circumstances. The issuance and subscription
of Notes should, however, be exempt.
Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within
and outside of the participating Member States. Generally, it would apply to certain dealings in Notes
where at least one party is a financial institution, and at least one party is established in a participating
Member State. A financial institution may be, or be deemed to be, "established" in a participating
Member State in a broad range of circumstances, including (a) by transacting with a person established in
a participating Member State or (b) where the financial instrument which is subject to the dealings is
issued in a participating Member State.
Joint statements issued by participating Member States indicate an intention to implement the FTT by
1 January 2016.
The FTT proposal remains subject to negotiation between the participating Member States and the scope
of any such taxation. Additional EU Member States may decide to participate.
Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.
European Resolution Directive and French implementing legislation
Directive 2014/59/EU of the Parliament and of the Council establishing a framework for the recovery and
resolution of credit institutions and investment firms (the "BRRD") entered into force on 2 July 2014. It
is designed to provide authorities with a credible set of tools to intervene sufficiently early and quickly in
an unsound or failing institution so as to ensure the continuity of the institution's critical financial and
economic functions, while minimising the impact of an institution's failure on the economy and financial
system.
The BRRD contains four resolution tools and powers which may be used alone or in combination where
the relevant resolution authority considers that (a) an institution is failing or likely to fail, (b) there is no
reasonable prospect that any alternative private sector measures or supervisory action would prevent the
failure of such institution within a reasonable timeframe, and (c) a resolution action is in the public
interest:
(i) the sale of business – which enables resolution authorities to direct the sale of the firm or the whole or
part of its business on commercial terms;
(ii) the creation and use of a bridge institution – which enables resolution authorities to transfer all or part
of the business of the firm to a "bridge institution" (an entity created for this purpose that is wholly or
partially in public control);
(iii) asset separation – which enables resolution authorities to transfer impaired or problem assets to one
or more publicly owned asset management vehicles to allow them to be managed with a view to
maximising their value through eventual sale or orderly wind-down (this can be used together with
another resolution tool only); and
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(iv) bail-in, which gives resolution authorities the power to write down certain claims of unsecured
creditors of a failing institution and to convert certain unsecured debt claims including Notes to equity,
which equity could also be subject to any future application of the general bail-in tool.
The BRRD also provides the right for a Member State as a last resort, after having assessed and exploited
the above resolution tools to the maximum extent possible whilst maintaining financial stability, to be
able to provide extraordinary public financial support through additional financial stabilisation tools.
These consist of the public equity support and temporary public ownership tools. Any such extraordinary
financial support must be provided in accordance with the EU state aid framework.
An institution will be considered as failing or likely to fail when: it is, or is likely in the near future to be,
in breach of its requirements for continuing authorisation; its assets are, or are likely in the near future to
be, less than its liabilities; it is, or is likely in the near future to be, unable to pay its debts as they fall due;
or it requires extraordinary public financial support (except in limited circumstances).
When applying bail-in, the resolution authority must first reduce or cancel common equity tier one,
thereafter reduce, cancel, convert additional tier one instruments, then tier two instruments and other
subordinated debts to the extent required and up to their capacity. If and if only this total reduction is less
than the amount needed, the resolution authority will reduce or convert to the extent required the principal
amount or outstanding amount payable in respect of unsecured creditors (such as holders of Notes) in
accordance with the hierarchy of claims in normal insolvency proceedings.
The powers set out in the BRRD will impact how credit institutions and investment firms are managed as
well as, in certain circumstances, the rights of creditors.
The BRRD provides that it would be implemented by Member States from 1 January 2015, except for the
senior debt bail-in tool which is to be applied from 1 January 2016 at the latest.
The French banking law dated 26 July 2013 on separation and regulation of banking activities (loi de
séparation et de régulation des activités bancaires) (the "SRAB Law") that anticipated the
implementation of certain aspects of the BRRD, has established, among other things, a resolution regime
applicable to French credit institutions and investment firms that gives resolution powers to a new
resolution board of the French Prudential Supervisory Authority, the Autorité de contrôle prudentiel et de
résolution ("ACPR"). The SRAB Law provides that the French resolution board may, at its discretion,
when the point of non-viability is reached, take resolution measures such as the transfer of shares or
assets to an acquirer or a bridge bank. It may also cancel or reduce share capital, and subsequently if
necessary write down, cancel or convert deeply subordinated notes and thereafter any other subordinated
instruments to absorb losses as estimated in a preliminary valuation. For instance, the SRAB Law does
not apply to senior notes which remain subject to the BRRD and its implementing measures in France.
Following the implementation of BRRD, the Notes may be subject to write-down or conversion into
equity which may result in such holders losing some or all of their investment. The exercise of any power
under the SRAB Law and the BRRD or any suggestion of such exercise could materially adversely affect
the rights of Noteholders, the price or value of their investment in any Notes and/or the ability of the
Issuer to satisfy its obligations under any Notes.
In addition, Regulation 806/2014/EU of the European Parliament and of the Council of 15 July 2014
establishes a Single Resolution Mechanism ("SRM") for the Banking Union (i.e. Euro-zone and
participating countries). Under this Regulation, a centralised power of resolution is established and
entrusted to a Single Resolution Board and to the national resolution authorities. Starting on 1 January
2015, the Single Resolution Board will work in 2015 in close cooperation with the ACPR (in particular,
for the purpose of elaboration of resolution planning) and will assume full resolution powers on 1 January
2016 provided that the conditions for the transfer of contributions to the Single Resolution Fund are met
by that date.
Change of law
The Terms and Conditions of the Notes are based on English law in effect as at the date of this Base
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
English law or administrative practice after the date of issue of the relevant Notes.
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French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly
of holders (the "Assembly") during a preservation (procédure de sauvegarde) or, if initiated by BPF,
procédure de sauvegarde financière accélérée or procédure de sauvegarde accélérée) or a judicial
reorganisation procedure (procédure de redressement judiciaire) of BPF, in order to defend their common
interests.
The Assembly comprises holders of all debt securities issued by BPF (including the Notes), whether or
not under a debt issuance programme (such as a Euro Medium Term Notes programme) and regardless of
their governing law.
The Assembly deliberates on the draft safeguard (projet de plan de sauvegarde or projet de plan de
sauvegarde financière accélérée or procédure de sauvegarde accélérée) or judicial reorganisation plan
(projet de plan de redressement) applicable to BPF and may further agree to:
•
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling and/or partially or totally writing-off debts;
•
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
•
decide to convert debt securities (including the Notes) into securities that give or may give right
to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities held by the holders which have cast a vote at such Assembly). No quorum is required to
convoke the Assembly.
For the avoidance of doubt, the provisions relating to the meeting of Noteholders described in the Terms
and Conditions of the Notes set out in this Base Prospectus and, if applicable, the applicable Final Terms
will not be applicable in these circumstances.
The procedures, as described above or as they will or may be amended, could have an adverse impact on
holders of the Notes seeking repayment in the event that BPF or its Subsidiaries were to become
insolvent.
Minimum denomination
In relation to any issue of Notes which have denominations consisting of a minimum Specified
Denomination plus one or more higher integral multiples of another smaller amount, it is possible that the
Notes may be traded in amounts that are not integral multiples of such minimum Specified
Denominations (as defined in the Terms and Conditions of the Notes). In such a case a Noteholder who,
as a result of trading such amounts, holds a principal amount of less than the minimum Specified
Denomination will not receive a definitive Note in respect of such holding (should definitive Notes be
printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to
one or more Specified Denominations.
(2)
Risks related to the market generally
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine
the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
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No active secondary market for the Notes and liquidity risk
The Notes may not have an established trading market when issued. There can be no assurance of a
secondary market for the Notes or the continued liquidity of such market if one develops.
The development or continued liquidity of any secondary market for the Notes will be affected by a
number of factors such as general economic conditions, the financial condition and/or, the
creditworthiness of the Issuer and/or the Group, and the value of any applicable reference rate, as well as
other factors such as the complexity and volatility of the reference rate, the method of calculating the
return to be paid in respect of such Notes, the time remaining to the maturity of the Notes, the outstanding
amount of the Notes, any redemption features of the Notes, the performance of other instruments linked
to the reference rates and the level, direction and volatility of interest rates generally. Such factors also
will affect the market value of the Notes. In addition, certain Notes may be designed for specific
investment objectives or strategies and therefore may have a more limited secondary market and
experience more price volatility than conventional debt securities.
Investors may not be able to sell Notes readily or at prices that will enable investors to realise their
anticipated yield. No investor should purchase Notes unless the investor understands and is able to bear
the risk that certain Notes will not be readily sellable, that the value of Notes will fluctuate over time and
that such fluctuations will be significant.
Exchange rate risks and exchange controls
For investors whose financial activities are denominated principally in a currency or currency unit (the
"Investor's Currency") other than the specified currency in which the related Notes are denominated, or
where principal or return in respect of Notes is payable by reference to the value of one or more specified
currencies other than by reference solely to the Investor's Currency, an investment in such Notes entails
significant risks that are not associated with a similar investment in a debt security denominated and
payable in such Investor's Currency. Such risks include, without limitation, the possibility of significant
fluctuations in the rate of exchange between the applicable specified currency and the Investor's Currency
and the possibility of the imposition or modification of exchange controls by authorities with jurisdiction
over such specified currency or the Investor's Currency. Such risks generally depend on a number of
factors, including financial, economic and political events over which the Issuer has no control.
Appreciation in the value of the Investor's Currency relative to the value of the applicable specified
currency would result in a decrease in the Investor's Currency-equivalent yield on a Note denominated, or
the principal of or return on which is payable, in such specified currency, in the Investor's Currencyequivalent value of the principal of such Note payable at maturity (if any) and generally in the Investor's
Currency-equivalent market value of such Note.
Government and monetary authorities have imposed from time to time, and may in the future impose,
exchange controls that could affect exchange rates, as well as the availability, of the specified currency in
which a Note is payable at the time of payment of the principal or return in respect of such Note.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may
not reflect the potential impact of all risks related to structure, market, additional factors discussed in this
section, and other factors that may affect the value of the Notes. A credit rating is not a recommendation
to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
Market value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and/or that of the
Group and a number of additional factors, including but not limited to market interest and yield rates and
the time remaining to the maturity date.
The value of the Notes depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the stock
exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the Notes
prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase
price paid by such purchaser.
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(3)
Risks relating to the structure of a particular issue of Notes
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes may
carry varying risks for potential investors depending on the specific features of such Notes such as, inter
alia, the provisions for computation of periodic interest payments, if any, redemption and issue price.
Optional redemption
Any optional redemption feature where the Issuer is given the right to redeem the Notes early might
negatively affect the market value of such Notes. During any period when the Issuer may elect to redeem
Notes, the market value of those Notes generally will not rise substantially above the price at which they
can be redeemed. This also may be true prior to any redemption period. Furthermore, since the Issuer may
be expected to redeem the Notes when prevailing interest rates are relatively low, an investor might not
be able to reinvest the redemption proceeds at an effective interest rate as high as the return that would
have been received on such Notes had they not been redeemed.
Exercise of the Put Option in respect of certain Notes may affect the liquidity of the Notes of the same
Series in respect of which such option is not exercised.
Depending on the number of Notes of the same Series in respect of which the Put Option provided in the
relevant Final Terms is exercised, any trading market in respect of those Notes in respect of which such
option is not exercised may become illiquid.
A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction costs.
When Notes are purchased or sold, several types of incidental costs (including transaction fees and
commissions) are incurred in addition to the current price of the security. These incidental costs may
significantly reduce or even exclude the profit potential of the Notes. For instance, credit institutions as a
rule charge their clients for own commissions which are either fixed minimum commissions or pro-rata
commissions depending on the order value. To the extent that additional – domestic or foreign – parties
are involved in the execution of an order, including but not limited to domestic dealers or brokers in
foreign markets, Noteholders must take into account that they may also be charged for the brokerage fees,
commissions and other fees and expenses of such parties (third party costs).
In addition to such costs directly related to the purchase of securities (direct costs), Noteholders must also
take into account any follow-up costs (such as custody fees). Investors should inform themselves about
any additional costs incurred in connection with the purchase, custody or sale of the Notes before
investing in the Notes.
Fixed Rate Notes
Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market
interest rates may adversely affect the value of the relevant Tranche of Notes.
Floating Rate Notes
Investment in Notes which bear interest at a floating rate (i) comprise a reference rate such as LIBOR,
EURIBOR or EONIA and (ii) may comprise a margin to be added or subtracted, as the case may be, from
such base rate. Typically, the relevant margin (if any) will not change throughout the life of the Notes but
there will be a periodic adjustment (as specified in the relevant Final Terms) of the reference rate (e.g.,
every three months or six months) which itself will change in accordance with general market conditions.
Accordingly, the market value of floating rate Notes may be volatile if changes, particularly short term
changes, to market interest rates evidenced by the relevant reference rate can only be reflected in the
interest rate of these Notes upon the next periodic adjustment of the relevant reference rate.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate
to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will
affect the secondary market and the market value of such Notes since the Issuer may be expected to
convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from
a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than
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then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition,
the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a
floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount
tend to fluctuate more in relation to general changes in interest rates than do prices for conventional
interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price
volatility as compared to conventional interest-bearing securities with comparable maturities.
Zero Coupon Notes
The prices at which Zero Coupon Notes, as well as other Notes issued at a substantial discount from their
principal amount payable at maturity, trade in the secondary market tend to fluctuate more in relation to
general changes in interest rates than do the prices for conventional interest-bearing securities of
comparable maturities.
Risks relating to Renminbi-denominated Notes
Notes denominated in CNY ("RMB Notes") may be issued under the Programme. RMB Notes contain
particular risks for potential investors, including the following:
(i)
Renminbi is not freely convertible - there are significant restrictions on remittance of Renminbi
into and outside the PRC
Renminbi is not freely convertible at present. The government of the PRC (the "PRC
Government") continues to regulate conversion between Renminbi and foreign currencies,
including the Hong Kong dollar despite significant reduction in control by it in recent years over
trade transactions involving import and export of goods and services as well as other frequent
routine foreign exchange transactions. These transactions are known as current account items.
Remittance of Renminbi by foreign investors into the PRC for the purposes of capital account
items, such as capital contributions, is generally only permitted upon obtaining specific
approvals from, or completing specific registrations or filings with, the relevant authorities on a
case-by-case basis and is subject to a strict monitoring system. Regulations in the PRC on the
remittance of Renminbi into the PRC for settlement of capital account items are developing
gradually.
There is no assurance that the PRC Government will continue to gradually liberalise control over
cross-border remittance of Renminbi in the future, that the pilot schemes for Renminbi crossborder utilisation will not be discontinued or that new PRC regulations will not be promulgated
in the future which have the effect of restricting or eliminating the remittance of Renminbi into
or outside the PRC. In the event that funds cannot be repatriated outside the PRC in Renminbi,
this may affect the overall availability of Renminbi outside the PRC and the ability of the Issuer
to source Renminbi to finance its obligations under RMB Notes.
(ii)
There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of
RMB Notes and the Issuer's ability to source Renminbi outside the PRC to service such RMB
Notes
As a result of the restrictions by the PRC Government on cross-border Renminbi fund flows, the
availability of Renminbi outside of the PRC is limited. While the People's Bank of China has
entered into agreements on the clearing of Renminbi business with Bank of China (Hong Kong)
Limited in Hong Kong, Bank of China, Macau Branch in Macau, Industrial and Commercial
Bank of China, Singapore Branch in Singapore and Bank of China, Taipei Branch in Taiwan and
have authorised China Construction Bank (London) Limited to act as Renminbi clearing bank in
London and Bank of China Limited, Frankfurt Branch to act as Renminbi clearing bank in
Frankfurt and are in the process of establishing Renminbi clearing and settlement mechanisms in
several other jurisdictions, the current size of Renminbi denominated financial assets outside the
PRC is limited.
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Although it is expected that the offshore Renminbi market will continue to grow in depth and
size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign
exchange. There is no assurance that new PRC regulations will not be promulgated or the
Settlement Agreements will not be terminated or amended in the future which will have the
effect of restricting availability of Renminbi offshore. The limited availability of Renminbi
outside the PRC may affect the liquidity of the RMB Notes. To the extent the Issuer is required
to source Renminbi in the offshore market to service its RMB Notes, there is no assurance that
the Issuer will be able to source such Renminbi on satisfactory terms, if at all.
(iii)
Investment in RMB Notes is subject to exchange rate risks
The value of Renminbi against the Euro, the U.S. dollar and other foreign currencies fluctuates
from time to time and is affected by changes in the PRC and international political and economic
conditions and by many other factors. All payments of interest and principal with respect to
RMB Notes will be made in Renminbi. As a result, the value of these Renminbi payments in
Euro, U.S. dollar or other foreign currency terms may vary with the changes in the prevailing
exchange rates in the marketplace. If the value of Renminbi depreciates against the Euro, the
U.S. dollar or other foreign currencies, the value of the investment made by a holder of the RMB
Notes in Euro, U.S. dollar or other applicable foreign currency terms will decline.
(iv)
Investment in RMB Notes is also subject to interest rate risks
The PRC government has gradually liberalised its regulation of interest rates in recent years.
Further liberalisation may increase interest rate volatility. In addition, the interest rate for
Renminbi in markets outside the PRC may significantly deviate from the interest rate for
Renminbi in the PRC as a result of foreign exchange controls imposed by PRC law and
regulations and prevailing market conditions. RMB Notes will generally carry a fixed interest
rate. Consequently, the trading price of such RMB Notes will vary with fluctuations in Renminbi
interest rates. If a Noteholder tries to sell such RMB Notes before their maturity, he may receive
an offer that is less than his original investment.
(v)
Payments with respect to RMB Notes may be made only in the manner designated in RMB
Notes
Except in limited circumstances, all payments of Renminbi under RMB Notes will be made
solely by transfer to a Renminbi bank account maintained in Hong Kong in accordance with the
prevailing rules and regulations for such transfer and in accordance with the terms and
conditions of RMB Notes. The Issuer cannot be required to make payment by any other means
(including by transfer to a bank account in the PRC or anywhere else outside Hong Kong). For
persons holding RMB Notes through Euroclear France, Euroclear or Clearstream, Luxembourg,
payments will also be made subject to the procedures of Euroclear France, Euroclear or
Clearstream, Luxembourg, as applicable.
(vi)
The Issuer may make payments of interest and principal on RMB Notes in U.S. dollars in certain
circumstances
Although the primary obligation of the Issuer is to make all payments of interest and principal
with respect to RMB Notes in Renminbi, in the event the Issuer is not able, or it is impracticable
for it, to satisfy its obligations to pay interest and principal on the RMB Notes by reason of
Inconvertibility, Non-transferability or Illiquidity (each as defined in the Terms and Conditions
of the Notes), the terms of such RMB Notes allow the Issuer to make such payment in U.S.
dollars at the prevailing spot rate of exchange, all as provided for in more detail in the Terms and
Conditions of the Notes. As a result, the value of such payments in Renminbi may vary with the
prevailing exchange rates in the marketplace. If the value of the Renminbi depreciates against
the U.S. dollar the value of a Noteholder's investment in U.S. dollar will decline.
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Documents Incorporated by Reference
This Base Prospectus should be read and construed in conjunction with the following documents:
(i)
the sections referred to in the table below included in the English version of the Banque PSA
Finance annual report for the year ended, 31 December 2013, including the English version of
the audited financial statements as at, and for the year ended, 31 December 2013, prepared in
accordance with International Financial Reporting Standards ("IFRS") as adopted by the
European Union, the notes thereto and the auditors' report thereon (the "Banque PSA Finance
2013 Annual Report"); and
(ii)
the sections referred to in the table below included in the English version of the Banque PSA
Finance annual report for the year ended, 31 December 2014, including the English version of
the audited financial statements as at, and for the year ended 31 December 2014, prepared in
accordance with IFRS as adopted by the European Union, the notes thereto and the auditors'
report thereon (the "Banque PSA Finance 2014 Annual Report").
Such documents have been previously published and have been filed with the Autorité des marchés
financiers (the "AMF") as competent authority in France for the purposes of the Prospectus Directive.
Such documents shall be incorporated in and form part of this Base Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for
the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes
such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
Documents incorporated by reference will be available on the website of BPF (www.
banquepsafinance.com).
Further, for the purposes of the Prospectus Directive, information can be found in such documents
incorporated by reference in this Base Prospectus in accordance with the following cross-reference tables.
CROSS-REFERENCE LIST
Annex XI of the European Regulation
809/2004/EC of 29 April 2004 as amended
Banque PSA Finance
2014 Annual Report
Banque PSA Finance
2013 Annual Report
Page
Page
RISK FACTORS
Disclosure of risk factors
38-46
INFORMATION ABOUT THE ISSUER
History and development of the Issuer
9, 10
Legal and commercial name of the Issuer
49, 128
Place of registration of the Issuer and its
registration number
49, 128
Domicile and legal form of the Issuer, the
legislation under which the Issuer operates, its
country of incorporation, and the address and
telephone number of its registered office
49, 128
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BUSINESS OVERVIEW
Principal activities
Description of the Issuer's principal activities
stating the main categories of products sold
and/or services performed
11-20, 37
ORGANISATIONAL STRUCTURE
Brief description of the group and of the
Issuer's position within it
7, 10
If the Issuer is dependent upon other entities
within the group, this must be clearly stated
together with an explanation of this dependence
49
ADMINISTRATIVE,
MANAGEMENT
AND SUPERVISORY BODIES
Members of the administrative, management or
supervisory bodies
50-55
MAJOR SHAREHOLDERS
To the extent known to the Issuer, state whether
the Issuer is directly or indirectly owned or
controlled and by whom and describe the nature
of such control, and describe the measures in
place to ensure that such control is not abused.
49
FINANCIAL
INFORMATION
CONCERNING THE ISSUER'S ASSETS
AND
LIABILITIES,
FINANCIAL
POSITION AND PROFITS AND LOSSES
Consolidated Financial Statements
(a)
balance sheet;
58
60
(b)
income statement;
59
61
(c)
changes in equity attributable to equity
holders of the parent and minority
interests
60-61
62-63
(d)
cash flow statement; and
62
64
(e)
accounting policies and explanatory
notes.
63-122
65-117
(f)
auditor's report
124-125
118-119
The table below sets out the relevant page references for the Terms and Conditions Incorporated by
Reference.
The information incorporated by reference in this Base Prospectus but not listed in the cross-reference
tables above is given for information purposes only.
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BPF will provide, without charge, to each person to whom a copy of this Base Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated herein by reference unless such documents have already been supplied to such person.
Written or oral requests for such documents should be directed to BPF at its head office set out at the end
of this Base Prospectus. In addition, such documents will be available, without charge, from the principal
office of the Agent (as defined herein) and of the paying agent in Luxembourg.
Supplement to the Base Prospectus
If at any time BPF shall be required to prepare a supplement to this Base Prospectus pursuant to the
provisions of Article 212-25 of the Règlement Général of the AMF implementing Article 16 of the
Prospectus Directive, it will prepare and make available an appropriate supplement to this Base
Prospectus or a further prospectus, which, in respect of any subsequent issue of Notes to be listed and
admitted to trading on Euronext Paris or on a Regulated Market of a Member State of the European
Economic Area, shall constitute a supplement to the Base Prospectus for the purpose of the relevant
provisions of the Règlement Général of the AMF.
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Terms and Conditions of the Notes
The following is the text of the Terms and Conditions which, subject to completion in accordance with the
provisions of the relevant Final Terms, will be endorsed on the Notes in definitive form (if any) issued in
exchange for the Global Note(s) representing each Series, details of the relevant Series being shown on
the relevant Notes and in the applicable Final Terms.
In the case of any Tranche of Notes which are being (a) offered to the public in a Member State (other
than pursuant to one or more of the exemptions set out in Article 3.2 of the Prospectus Directive) or (b)
admitted to trading on a regulated market in a Member State, the relevant Final Terms shall not amend
or replace any information in this Base Prospectus.
The Notes are issued pursuant to an amended and restated agency agreement dated 11 March 2015
between Banque PSA Finance ("BPF" or the "Issuer"), BNP Paribas Securities Services, Luxembourg
Branch as issuing and principal paying agent (the "Agent"), redenomination agent (the "Redenomination
Agent") and consolidation agent (the "Consolidation Agent") and BNP Paribas Securities Services as
paying agent (together with the Agent in its capacity as paying agent and any additional or other paying
agents in respect of the Notes appointed from time to time, the "Paying Agents") (as amended and/or
supplemented as at the Issue Date, the "Agency Agreement") and with the benefit of an amended and
restated deed of covenant dated 11 March 2015 (as amended and/or supplemented as at the Issue Date,
the "Deed of Covenant") executed as a deed by BPF in relation to the Notes. The Noteholders (as defined
herein), the holders (the "Couponholders") of the coupons (the "Coupons", which expression shall
include Talons, as defined herein, unless the context otherwise requires) appertaining to interest bearing
definitive Notes in bearer form and, where applicable in the case of such Notes, talons for further
Coupons (the "Talons") and the holders of the instalment receipts (the "Receipts") for the payment of
principal by instalments (the "Receiptholders") are deemed to have notice of all of the provisions of the
Agency Agreement applicable to them. Copies of the Agency Agreement and the Deed of Covenant are
available for inspection at the specified offices of the Paying Agents.
Words and expressions defined in the Agency Agreement or used in the relevant Final Terms shall have
the same meanings where used in these Conditions unless the context otherwise requires or unless
otherwise stated.
1.
Form, Denomination, Title and Redenomination
(a)
Form of Notes, Denomination and Title
The Notes are issued in bearer form ("Notes") in the denomination(s) set forth on the face of the
Notes (the "Specified Denomination(s)") provided that in the case of any Notes listed and
admitted to trading on a Regulated Market and/or offered to the public in a Member State of the
European Economic Area as provided in the relevant Final Terms, there shall be no minimum
Authorised Denomination. Notes may be issued in amounts of the Specified Denomination(s)
("Authorised Denominations").
Notes are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of
Notes which do not bear interest in which case references to interest (other than in relation to
interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable.
Any Note which is repayable in instalments will be issued with one or more Receipts attached.
Title to the Notes and the Receipts, Coupons and Talons appertaining thereto shall pass by
delivery. Except as ordered by a court of competent jurisdiction or as required by law, the holder
of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as the absolute
owner of such Note, Receipt, Coupon or Talon, as the case may be, for the purpose of receiving
payment thereof or on account thereof and for all other purposes, whether or not such Note,
Receipt, Coupon or Talon shall be overdue and notwithstanding any notice of ownership, theft or
loss thereof or any writing thereon made by anyone.
In these Conditions, "Noteholder" means the bearer of any Note and the Receipts relating to it,
"holder" means (in relation to a Note, Receipt, Coupon or Talon) the bearer of any Bearer Note,
Receipt, Coupon or Talon, "Series" means Notes which are denominated in the same currency
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and the terms and conditions of which are identical in all respects, other than in respect of
Interest Commencement Dates, Issue Dates and related matters, "Tranche" means, in relation to
a Series, those Notes of such Series which are issued on the same date.
(b)
2.
Redenomination
(i)
The Issuer may (if so specified in the relevant Final Terms), on any Interest Payment
Date, without the consent of the holder of any Note, Receipt, Coupon or Talon, by
giving at least 30 calendar days' notice in accordance with Condition 13 and on or after
the date on which the European Member State in whose national currency the Notes are
denominated has become a participating Member State in the single currency of the
European Economic and Monetary Union (as provided in the Treaty establishing the
European Community (the "EC"), as amended from time to time (the "Treaty") or
events have occurred which have substantially the same effects (in either case,
"EMU"), redenominate all, but not some only, of the Notes of any Series into Euro and
adjust the aggregate principal amount and the Specified Denomination(s) set out in the
relevant Final Terms accordingly, as described below. The date on which such
redenomination becomes effective shall be referred to in these Conditions as the
"Redenomination Date".
(ii)
The redenomination of the Notes pursuant to Condition 1(b)(i) shall be made by
converting the principal amount of each Note from the relevant national currency into
Euro using the fixed relevant national currency Euro conversion rate established by the
Council of the European Union pursuant to applicable regulations and rounding the
resultant figure to the nearest Euro 0.01 (with Euro 0.005 being rounded upwards). If
the Issuer so elects, the figure resulting from conversion of the principal amount of each
Note using the fixed relevant national currency Euro conversion rate shall be rounded
down to the nearest Euro. The Euro denominations of the Notes so determined shall be
notified to Noteholders in accordance with Condition 13. Any balance remaining from
the redenomination with a denomination higher than Euro 0.01 shall be paid by way of
cash adjustment rounded to the nearest Euro 0.01 (with Euro 0.005 being rounded
upwards). Such cash adjustment will be payable in Euro on the Redenomination Date in
the manner notified to Noteholders by the Issuer.
(iii)
Upon redenomination of the Notes, any reference in the relevant Final Terms to the
relevant national currency shall be construed as a reference to Euro.
(iv)
The Issuer may, with the prior approval of the Redenomination Agent and the
Consolidation Agent, in connection with any redenomination pursuant to this Condition
or any consolidation pursuant to Condition 12, without the consent of the holder of any
Note, Receipt, Coupon or Talon, make any changes or additions to these Conditions or
Condition 12 (including, without limitation, any change to any applicable business day
definition, business day convention, principal financial centre of the country of the
Specified Currency, interest accrual basis or benchmark), taking into account market
practice in respect of redenominated euromarket debt obligations and which it believes
are not prejudicial to the interests of such holders. Any such changes or additions shall,
in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons
and Talons and shall be notified to Noteholders in accordance with Condition 13 as
soon as practicable thereafter.
(v)
Neither the Issuer nor any Paying Agent shall be liable to the holder of any Note,
Receipt, Coupon or Talon or other person for any commissions, costs, losses or
expenses in relation to or resulting from the credit or transfer of Euro or any currency
conversion or rounding effected in connection therewith.
Status of the Notes
The Notes and the Receipts and Coupons relating to them constitute direct, unconditional
(without prejudice to the provisions of Condition 3), unsecured and unsubordinated obligations
of the Issuer and rank and will rank pari passu among themselves and at least equally with all
other unsecured indebtedness and guarantees, present and future of the Issuer without any
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preference or priority by reason of date of issue, currency of payment or otherwise (except for
indebtedness granted preference by mandatory provisions of law and without prejudice as
aforesaid).
3.
Negative Pledge
So long as any of the Notes remains outstanding (as defined in the Agency Agreement) the
Issuer shall not create or permit to subsist any mortgage, pledge, lien or other charge or security
interest ("Security") upon the whole or any part of its assets, present or future, to secure any
Indebtedness (as defined below in this Condition 3) (whether outstanding on the date of the issue
of the Notes or thereafter) unless the Notes are equally and rateably secured so as to rank pari
passu with such Indebtedness except:
(i)
Security created over assets held in trust by another person, which assets are to be used
by such other person solely for satisfying the Issuer's scheduled payment obligations in
respect of principal and/or interest in respect of any unsecured bonds or notes issued by
the Issuer (the "Issuer Obligations") in circumstances where such other person has
undertaken responsibility for the discharge of such Issuer Obligations;
(ii)
Security over assets or receivables of the Issuer which Security has been given in
connection with the refinancing of such assets or receivables and where the risks
(except in relation to any credit enhancement provided by the Issuer in respect of such
assets or receivables) relating to non-payment in respect of such assets or receivables
are, as a result of such refinancing, not to be borne by the Issuer;
(iii)
Security over a deposit made by the Issuer using the proceeds of an issue of bonds or
notes issued by the Issuer provided that (A) the depositary of such proceeds lends an
amount at least equal to the amount of the deposit to another company or companies in
the BPF Group and (B) that such loan has a maturity date which is not earlier than the
date for repayment of such deposit.
For the purpose of this Condition 3, (a) "Indebtedness" means any indebtedness in the form of,
or represented by, bonds, notes, debentures or other securities which are, are to be, or are capable
of being, quoted, listed or ordinarily traded on any stock exchange or on any over-the-counter
securities market or other securities market and (b) the "BPF Group" means BPF and its
Subsidiaries (as defined in Condition 9).
4.
Interest and other Calculations
(a)
Interest on Fixed Rate Notes
(i)
Interest on Fixed Rate Notes other than Fixed Rate Notes denominated in RMB
Each Fixed Rate Note bears interest on its outstanding nominal amount from the
Interest Commencement Date at the rate per annum (expressed as a percentage) equal to
the Rate of Interest, such interest being payable in arrear on each Interest Payment Date.
The amount of interest payable shall be the Fixed Coupon Amount, or, if specified in
the Final Terms, as determined in accordance with Condition 4(f).
(ii)
Interest on Fixed Rate Notes denominated in RMB
Notwithstanding the foregoing, each Note denominated in Renminbi (a "RMB Note")
which is a Fixed Rate Note bears interest from (and including) the Interest
Commencement Date at the rate per annum equal to the Rate of Interest. For the
purposes of calculating the amount of interest, if any Interest Payment Date would
otherwise fall on a calendar day which is not a Business Day, it shall be postponed to
the next calendar day which is a Business Day unless it would thereby fall into the next
calendar month in which case it shall be brought forward to the immediately preceding
Business Day. Interest will be payable in arrear on each Interest Payment Date.
The Calculation Agent will, as soon as practicable after 11.00 a.m. (Hong Kong time)
on each Interest Determination Date, calculate the amount of interest payable per
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Specified Denomination for the relevant Interest Accrual Period. The determination of
the amount of interest payable per Specified Denomination by the Calculation Agent
shall (in the absence of manifest error and after confirmation by the Issuer) be final and
binding upon all parties.
The Calculation Agent will cause the amount of interest payable per Specified
Denomination for each Interest Accrual Period and the relevant Interest Payment Date
to be notified to each of the Paying Agents and to be notified to Noteholders as soon as
possible after their determination but in no event later than the fourth Business Day
thereafter. The amount of interest payable per Specified Denomination and Interest
Payment Date so published may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension
or shortening of the Interest Period. If the Notes become due and payable under
Condition 9, the accrued interest per Specified Denomination shall nevertheless
continue to be calculated as previously by the Calculation Agent in accordance with this
provision but no publication of the amount of interest payable per Specified
Denomination so calculated need be made.
Interest shall be calculated in respect of any period by applying the Rate of Interest to
the Specified Denomination, multiplying such product by the actual number of calendar
days in the relevant Interest Accrual Period or, as applicable, other period concerned
and dividing it by 365, and rounding the resultant figure to the nearest Renminbi subunit, half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.
(b)
Interest on Floating Rate Notes
(i)
Interest Payment Dates
Each Floating Rate Note bears interest on its outstanding nominal amount from the
Interest Commencement Date at the rate per annum (expressed as a percentage) equal to
the Rate of Interest, such interest being payable in arrear on each Interest Payment Date.
The amount of interest payable shall be determined in accordance with Condition 4(f).
Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment
Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest
Payment Date shall mean each date which falls the number of months or other period
shown hereon as the Interest Period after the preceding Interest Payment Date or, in the
case of the first Interest Payment Date, after the Interest Commencement Date.
(ii)
Business Day Convention
If any date referred to in these Conditions that is specified to be subject to adjustment in
accordance with a Business Day Convention would otherwise fall on a calendar day
that is not a Business Day, then, if the Business Day Convention specified is (A) the
Floating Rate Business Day Convention, such date shall be postponed to the next
calendar day that is a Business Day unless it would thereby fall into the next calendar
month, in which event (x) such date shall be brought forward to the immediately
preceding Business Day and (y) each subsequent such date shall be the last Business
Day of the month in which such date would have fallen had it not been subject to
adjustment, (B) the Following Business Day Convention, such date shall be postponed
to the next calendar day that is a Business Day, (C) the Modified Following Business
Day Convention, such date shall be postponed to the next calendar day that is a
Business Day unless it would thereby fall into the next calendar month, in which event
such date shall be brought forward to the immediately preceding Business Day or (D)
the Preceding Business Day Convention, such date shall be brought forward to the
immediately preceding Business Day.
(iii)
Rate of Interest for Floating Rate Notes
The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period
shall be determined in the manner specified hereon and the provisions below relating to
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either ISDA Determination or Screen Rate Determination shall apply, depending upon
which is specified hereon.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified hereon as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall be determined by the Calculation Agent as a rate equal to
the relevant ISDA Rate. For the purposes of this sub-paragraph (A), "ISDA
Rate" for an Interest Accrual Period means a rate equal to the Floating Rate
that would be determined by the Calculation Agent under a Swap Transaction
under the terms of an agreement incorporating the ISDA Definitions and under
which:
(x)
the Floating Rate Option is as specified hereon;
(y)
the Designated Maturity is a period specified hereon; and
(z)
the relevant Reset Date is the first calendar day of that Interest Accrual
Period unless otherwise specified hereon.
For the purposes of this sub-paragraph (A), "Floating Rate", "Calculation
Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and
"Swap Transaction" have the meanings given to those terms in the ISDA
Definitions.
(B)
Screen Rate Determination for Floating Rate Notes
(x)
Where Screen Rate Determination is specified hereon as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for
each Interest Accrual Period will, subject as provided below, be either:
(1)
the offered quotation; or
(2)
the arithmetic mean of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate
which appears or appear, as the case may be, on the Relevant Screen
Page as at 11.00 a.m. (London time in the case of LIBOR or Brussels
time in the case of EURIBOR) on the Interest Determination Date in
question as determined by the Calculation Agent. If five or more of
such offered quotations are available on the Relevant Screen Page,
the highest (or, if there is more than one such highest quotation, one
only of such quotations) and the lowest (or, if there is more than one
such lowest quotation, one only of such quotations) shall be
disregarded by the Calculation Agent for the purpose of determining
the arithmetic mean of such offered quotations.
(y)
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if the Relevant Screen Page is not available or, if sub-paragraph (x)(1)
applies and no such offered quotation appears on the Relevant Screen
Page, or, if sub-paragraph (x)(2) applies and fewer than three such
offered quotations appear on the Relevant Screen Page, in each case as
at the time specified above, subject as provided below, the Calculation
Agent shall request, if the Reference Rate is LIBOR, the principal
London office of each of the Reference Banks or, if the Reference Rate
is EURIBOR, the principal Euro-zone office of each of the Reference
Banks to provide the Calculation Agent with its offered quotation
(expressed as a percentage rate per annum) for the Reference Rate if the
Reference Rate is LIBOR, at approximately 11.00 a.m. (London time),
or if the Reference Rate is EURIBOR, at approximately 11.00 a.m.
(Brussels time) on the Interest Determination Date in question. If two
or more of the Reference Banks provide the Calculation Agent with
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such offered quotations, the Rate of Interest for such Interest Accrual
Period shall be the arithmetic mean of such offered quotations as
determined by the Calculation Agent; and
(z)
if paragraph (y) above applies and, if the Reference Rate is an interbank offered rate, the Calculation Agent determines that fewer than two
Reference Banks are providing offered quotations, subject as provided
below, the Rate of Interest shall be the arithmetic mean of the rates per
annum (expressed as a percentage) as communicated to (and at the
request of) the Calculation Agent by the Reference Banks or any two or
more of them, at which such banks were offered, if the Reference Rate
is LIBOR, at approximately 11.00 a.m. (London time), or if the
Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels
time) on the relevant Interest Determination Date, deposits in the
Specified Currency for a period equal to that which would have been
used for the Reference Rate by leading banks in, if the Reference Rate
is LIBOR, the London inter-bank market or, if the Reference Rate is
EURIBOR, the Euro-zone inter-bank market, as the case may be or, if
fewer than two of the Reference Banks provide the Calculation Agent
with such offered rates, the offered rate for deposits in the Specified
Currency for a period equal to that which would have been used for the
Reference Rate, or the arithmetic mean of the offered rates for deposits
in the Specified Currency for a period equal to that which would have
been used for the Reference Rate, at which if the Reference Rate is
LIBOR, at approximately 11.00 a.m. (London time), or if the Reference
Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) on the
relevant Interest Determination Date, any one or more banks (which
bank or banks is or are in the opinion of the Issuer suitable for such
purpose) informs the Calculation Agent it is quoting to leading banks
in, if the Reference Rate is LIBOR, the London inter-bank market or, if
the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as
the case may be, provided that, if the Rate of Interest cannot be
determined in accordance with the foregoing provisions of this
paragraph, the Rate of Interest shall be determined as at the last
preceding Interest Determination Date (though substituting, where a
different Margin or Maximum or Minimum Rate of Interest is to be
applied to the relevant Interest Accrual Period from that which applied
to the last preceding Interest Accrual Period, the Margin or Maximum
or Minimum Rate of Interest relating to the relevant Interest Accrual
Period, in place of the Margin or Maximum or Minimum Rate of
Interest relating to that last preceding Interest Accrual Period).
Where Screen Rate Determination is specified in the applicable Final
Terms as the manner in which the Rate of Interest is to be determined
and the Reference Rate in respect of the Floating Rate Notes is
specified as being EONIA, the Rate of Interest for each Interest Accrual
Period will, subject as provided below, be the rate of return of a daily
compound interest investment (with the arithmetic mean of the daily
rates of the day-to-day Euro-zone interbank euro money market as
reference rate for the calculation of interest) plus or minus (as indicated
in the applicable Final Terms) the Margin (if any) and will be
calculated by the Calculation Agent on the last TARGET Business Day
of the Interest Accrual Period, as follows, and the resulting percentage
will be rounded, if necessary, to the nearest one ten-thousandth of a
percentage point, with 0.00005 being rounded upwards:
 do 
EONIAi × ni   360
 − 1 ×
∏ 1 +
360
  d
 i =1 
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where
"do" for any Interest Accrual Period, is the number of TARGET 2
Business Days in the relevant Interest Accrual Period;
"i" is a series of whole numbers from one to do, each representing the
relevant TARGET Business Day in chronological order from, and
including, the first TARGET Business Day, in the relevant Interest
Accrual Period;
"EONIAi" for any day “i” in the relevant Interest Accrual Period, is a
reference rate equal to the overnight rate as calculated by the
European Central Bank and appearing on the Reuters Screen EONIA
page or such other page or service as may replace such page for the
purposes of displaying Euro overnight index average rate of leading
reference banks for deposits in Euro (the "EONIA Page") in respect
of that day provided that, if, for any reason, on any such day “i”, no
rate is published on the EONIA Page, the Calculation Agent will
request the principal office in the Euro-zone of each of the Reference
Banks to provide with its quotation of the rate offered by it at
approximately 6.00 p.m. (Brussels time) on such day “i”, to prime
banks in the Euro-zone inter-bank market for Euro overnight index
average rate for deposits in Euro in an amount that is, in the
reasonable opinion of the Calculation Agent, representative for a
single transaction in the relevant market at the relevant time. The
applicable reference rate for such day “i” shall be the arithmetic mean
(rounded if necessary, to the nearest ten-thousandth of a percentage
point, with 0.00005 being rounded upwards) of at least two of the
rates so quoted, it being provided that if less than two rates are
provided to the Calculation Agent, the applicable reference rate shall
be determined by the Calculation Agent after consultation of an
independent expert;
"ni" is the number of calendar days in the relevant Interest Accrual
Period on which the rate is EONIAi; and
"d" is the number of calendar days in the relevant Interest Accrual
Period.
(c)
Zero Coupon Notes
Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the
Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date
shall be the Early Redemption Amount (as defined in Condition 5(d)) of such Note. As from the
Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per
annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition
5(d)(ii)).
(d)
Accrual of Interest
Interest shall cease to accrue on each Note on the due date for redemption unless, upon due
presentation, payment is improperly withheld or refused, in which event interest shall continue to
accrue (both before and after judgment) at the Rate of Interest in the manner provided in this
Condition 4 to the Relevant Date (as defined in Condition 7).
(e)
Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts
and Rounding
(i)
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If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more
Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the
case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case
of (y), calculated in accordance with (b) above by adding (if a positive number) or
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subtracting the absolute value (if a negative number) of such Margin subject always to
the next paragraph.
(f)
(ii)
If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption
Amount is specified hereon, then any Rate of Interest, Instalment Amount or
Redemption Amount shall be subject to such maximum or minimum, as the case may
be.
(iii)
For the purposes of any calculations required pursuant to these Conditions (unless
otherwise specified), (x) all percentages resulting from such calculations shall be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point
(with halves being rounded up), (y) all figures shall be rounded to seven significant
figures (with halves being rounded up) and (z) all currency amounts that fall due and
payable shall be rounded to the nearest unit of such currency (with halves being
rounded up), save in the case of yen, which shall be rounded down to the nearest yen.
For these purposes "unit" means the lowest amount of such currency that is available as
legal tender in the country[ies] of such currency.
Calculations
The amount of interest payable per Calculation Amount in respect of any Note for any Interest
Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount
specified hereon, and the Day Count Fraction for such Interest Accrual Period or in the case of
Fixed Rate Notes denominated in RMB as provided in Condition 4(a)(ii), unless an Interest
Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which
case the amount of interest payable per Calculation Amount in respect of such Note for such
Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with
such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the
amount of interest payable per Calculation Amount in respect of such Interest Period shall be the
sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In
respect of any other period for which interest is required to be calculated, the provisions above
shall apply save that the Day Count Fraction shall be for the period for which interest is required
to be calculated.
(g)
Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption
Amounts, Early Redemption Amounts, Optional Redemption Amounts, Make-whole
Redemption Amount and Instalment Amounts
The Calculation Agent shall, as soon as practicable on such date as the Calculation Agent may
be required to calculate any rate or amount, obtain any quotation or make any determination or
calculation, determine such rate and calculate the Interest Amounts for the relevant Interest
Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount, Make-whole Redemption Amount or Instalment Amount, obtain such
quotation or make such determination or calculation, as the case may be, and cause the Rate of
Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest
Payment Date and, if required to be calculated, the Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount, Make-whole Redemption Amount or any
Instalment Amount to be notified to the Fiscal Agent, the Issuer, each of the Paying Agents, the
Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a
further calculation upon receipt of such information and, if the Notes are listed on a stock
exchange and the rules of such exchange or other relevant authority so require, such exchange or
other relevant authority as soon as possible after their determination but in no event later than (i)
the commencement of the relevant Interest Period, if determined prior to such time, in the case
of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other
cases, the fourth Business Day after such determination. Where any Interest Payment Date or
Interest Period Date is subject to adjustment pursuant to Condition 4(b)(ii), the Interest Amounts
and the Interest Payment Date so published may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without notice in the event of an extension
or shortening of the Interest Period. If the Notes become due and payable under Condition 9, the
accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless
continue to be calculated as previously in accordance with this Condition but no publication of
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the Rate of Interest or the Interest Amount so calculated need be made. The determination of any
rate or amount, the obtaining of each quotation and the making of each determination or
calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and
binding upon all parties.
(h)
Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall have
the meanings set out below:
"Business Day" means:
(i)
in the case of a currency other than euro, a calendar day (other than a Saturday or
Sunday) on which commercial banks and foreign exchange markets settle payments in
the principal financial centre for such currency; and/or
(ii)
in the case of euro, a calendar day on which the TARGET system is operating (a
"TARGET Business Day");
(iii)
in relation to any sum payable in Renminbi, a calendar day on which commercial banks
and foreign exchange markets settle payments in Renminbi in Hong Kong and in the
relevant Business Centre(s) (if any); and/or
(iv)
in the case of a currency and/or one or more Business Centres, a calendar day (other
than a Saturday or Sunday) on which commercial banks and foreign exchange markets
settle payments in such currency in the Business Centre(s) or, if no currency is
indicated, generally in each of the Business Centres.
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note
for any period of time (from and including the first calendar day of such period to but excluding
the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the
"Calculation Period"):
(i)
if "Actual/Actual" or "Actual/Actual - ISDA" is specified hereon, the actual number
of calendar days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of calendar
days in that portion of the Calculation Period falling in a leap year divided by 366 and
(B) the actual number of calendar days in that portion of the Calculation Period falling
in a non-leap year divided by 365)
(ii)
if "Actual/365 (Fixed)" is specified hereon, the actual number of calendar days in the
Calculation Period divided by 365
(iii)
if "Actual/360" is specified hereon, the actual number of calendar days in the
Calculation Period divided by 360
(iv)
if "30/360", "360/360" or "Bond Basis" is specified hereon, the number of calendar
days in the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
360
where:
"Y1" is the year, expressed as a number, in which the first calendar day of the
Calculation Period falls;
"Y2" is the year, expressed as a number, in which the calendar day immediately
following the last calendar day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first calendar day of
the Calculation Period falls;
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"M2" is the calendar month, expressed as a number, in which the calendar day
immediately following the last calendar day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last
calendar day included in the Calculation Period, unless such number would be 31 and
D1 is greater than 29, in which case D2 will be 30;
(v)
if "30E/360" or "Eurobond Basis" is specified hereon, the number of calendar days in
the Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 -M1)]+ (D2 –D1)
360
where:
"Y1" is the year, expressed as a number, in which the first calendar day of the
Calculation Period falls;
"Y2" is the year, expressed as a number, in which the calendar day immediately
following the last calendar day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first calendar day of
the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the calendar day
immediately following the last calendar day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last
calendar day included in the Calculation Period, unless such number would be 31, in
which case D2 will be 30
(vi)
if "30E/360 (ISDA)" is specified hereon, the number of calendar days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)]+ (D2 – D1)
360
where:
"Y1" is the year, expressed as a number, in which the first calendar day of the
Calculation Period falls;
"Y2" is the year, expressed as a number, in which the calendar day immediately
following the last calendar day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first calendar day of
the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the calendar day
immediately following the last calendar day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
(i) that day is the last calendar day of February or (ii) such number would be 31, in
which case D1 will be 30; and
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"D2" is the calendar day, expressed as a number, immediately following the last
calendar day included in the Calculation Period, unless (i) that day is the last calendar
day of February but not the Maturity Date or (ii) such number would be 31, in which
case D2 will be 30;
(vi)
if "Actual/Actual-ICMA" is specified hereon,
(A)
if the Calculation Period is equal to or shorter than the Determination Period
during which it falls, the number of calendar days in the Calculation Period
divided by the product of (x) the number of calendar days in such
Determination Period and (y) the number of Determination Periods normally
ending in any year; and
(B)
if the Calculation Period is longer than one Determination Period, the sum of:
(1)
the number of calendar days in such Calculation Period falling in the
Determination Period in which it begins divided by the product of (1)
the number of calendar days in such Determination Period and (2) the
number of Determination Periods normally ending in any year; and
(2)
the number of calendar days in such Calculation Period falling in the
next Determination Period divided by the product of (1) the number
of calendar days in such Determination Period and (2) the number of
Determination Periods normally ending in any year,
where:
"Determination Period" means the period from and including a Determination Date in any year
to but excluding the next Determination Date; and
"Determination Date" means the date(s) specified as such hereon or, if none is so specified, the
Interest Payment Date(s).
"Euro-zone" means the region comprised of member states of the European Union that adopt the
single currency in accordance with the Treaty establishing the European Community, as
amended.
"Interest Accrual Period" means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and each
successive period beginning on (and including) an Interest Period Date and ending on (but
excluding) the next succeeding Interest Period Date.
"Interest Amount" means:
(i)
in respect of an Interest Accrual Period, the amount of interest payable per Calculation
Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and
unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken
Amount specified hereon as being payable on the Interest Payment Date ending the
Interest Period of which such Interest Accrual Period forms part; and
(ii)
in respect of any other period, the amount of interest payable per Calculation Amount for
that period "Interest Commencement Date" means the Issue Date or such other date as
may be specified hereon.
"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual
Period or the interest amount in relation to the RMB Notes, the date specified as such in the
relevant Final Terms or, if none is so specified, (i) the first calendar day of such Interest Accrual
Period if the Specified Currency is Sterling or (ii) the calendar day falling two Business Days in
the city specified in the Final Terms for the Specified Currency prior to the first calendar day of
such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the
calendar day falling two TARGET Business Days prior to the first calendar day of such Interest
Accrual Period if the Specified Currency is euro.
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"Interest Payment Date" means the date(s) specified in the relevant Final Terms.
"Interest Period" means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Payment Date and each successive period
beginning on (and including) an Interest Payment Date and ending on (but excluding) the next
succeeding Interest Payment Date.
"Interest Period Date" means each Interest Payment Date unless otherwise specified hereon.
"ISDA Definitions" means the 2006 ISDA Definitions, as published by the International Swaps
and Derivatives Association, Inc., unless otherwise specified hereon.
"Rate of Interest" means the rate of interest payable from time to time in respect of this Note
and that is either specified or calculated in accordance with the provisions hereon.
"Reference Banks" means, in the case of a determination of LIBOR, the principal London office
of four major banks in the London inter-bank market and, in the case of a determination of
EURIBOR or EONIA, the principal Euro-zone office of four major banks in the Euro-zone interbank market, in each case selected by the Calculation Agent or as specified hereon.
"Reference Rate" means the rate specified as such hereon.
"Relevant Screen Page" means such page, section, caption, column or other part of a particular
information service as may be specified hereon.
"Specified Currency" means the currency specified as such hereon or, if none is specified, the
currency in which the Notes are denominated.
"TARGET System" means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (known as TARGET 2) System or any successor thereto.
(i)
Calculation Agent
The Issuer shall procure that there shall at all times be one or more Calculation Agents if
provision is made for them hereon and for so long as any Note is outstanding (as defined in the
Agency Agreement). Where more than one Calculation Agent is appointed in respect of the
Notes, references in these Conditions to the Calculation Agent shall be construed as each
Calculation Agent performing its respective duties under the Conditions. If the Calculation
Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the
Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment
Amount, Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount
or Make-whole Redemption Amount, as the case may be, or to comply with any other
requirement, the Issuer shall appoint a leading bank or financial institution engaged in the
interbank market that is most closely connected with the calculation or determination to be made
by the Calculation Agent (acting through its principal London office or any other office actively
involved in such market) to act as such in its place. The Calculation Agent may not resign its
duties without a successor having been appointed as aforesaid.
5.
Redemption, Purchase and Options
(a)
Final Redemption
Unless previously redeemed, purchased and cancelled as provided below, this Note will be
redeemed at its Final Redemption Amount (which, unless otherwise provided, is its principal
amount) on the Maturity Date specified on this Note.
(b)
Redemption for Taxation Reasons
(i)
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If, as a result of any amendment to or change in the laws or regulations of (in the case
of payments under the Notes) the Republic of France or any political subdivision
thereof or any authority or agency therein or thereof having power to tax, or any change
in the application or official interpretation of such laws or regulations which change or
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amendment becomes effective on or after the Issue Date, the Issuer would, on the
occasion of the next payment date in respect of the Notes, be obliged to pay additional
amounts as provided in Condition 7, which obligation cannot be avoided by the Issuer
taking reasonable measures available to it, the Issuer may, at its option, at any time, or
in the case of Floating Rate Notes, on any Specified Interest Payment Date, on giving
not more than 60 nor less than 30 calendar days' notice to the Noteholders (which notice
shall be irrevocable) in accordance with Condition 13, redeem all, but not some only, of
the Notes at their Early Redemption Amount together with interest accrued, if any, to
the date fixed for redemption, provided that the date fixed for redemption shall not be
earlier than the latest practicable date on which the Issuer could make payment without
being required to make such withholding or deduction if a payment in respect of the
Notes were then due. Prior to the making of any notice of redemption pursuant to this
Condition 5(b), the Issuer shall deliver to the Agent a certificate signed by two
Directors of the Issuer stating that the Issuer is entitled to effect such redemption and
setting forth a statement of the facts showing that the conditions precedent to the right
of the Issuer so to redeem have occurred, and an opinion of independent legal advisers
of recognised standing to the effect that the Issuer would be obliged to pay such
additional amounts as a result of such change or amendment.
(ii)
(c)
If the Issuer would on the occasion of the next payment in respect of Notes be
prevented by French law from making payment to the Noteholders of the full amount
then due and payable, notwithstanding the undertaking to pay additional amounts
contained in Condition 7, then the Issuer shall forthwith give notice of such fact to the
Agent, and the Issuer shall, upon giving not less than seven nor more than 30 calendar
days' prior notice to the Noteholders (which notice shall be irrevocable), forthwith
redeem all, but not some only, of the Notes then outstanding at their Early Redemption
Amount together with interest accrued, if any, to the date fixed for redemption,
provided that the date fixed for redemption shall not be earlier than the last practicable
date on which the Issuer could make payment of the full amount then due and payable
in respect of the relevant Notes or, if that date is past, as soon as is practicable thereafter.
Purchases
The Issuer or any of its subsidiaries may at any time purchase Notes (provided that, in the case
of Notes, all unmatured Receipts and Coupons and unexchanged Talons appertaining thereto are
attached or surrendered therewith) in the open market or otherwise at any price. Notes so
purchased may (a) be held and resold in accordance with Articles L.213-1 A and D.213-1 A of
the French Code monétaire et financier for the purpose of enhancing the liquidity of the Notes or
(b) be cancelled in accordance with Article L.228-74 of the French Code monétaire et financier.
(d)
Early Redemption of Zero Coupon Notes
(i)
The Early Redemption Amount, the Optional Redemption Amount or the Make-whole
Redemption Amount, as the case may be, payable in respect of any Zero-Coupon Note
upon redemption pursuant to Condition 5(b) or, if applicable, Condition 5(f), 5(g) or
5(h) or upon it becoming due and payable as provided in Condition 9 shall be the
Amortised Face Amount (calculated as provided below) of such Note.
(ii)
Subject to the provisions of sub-paragraph (iii) below, the Amortised Face Amount of
any such Note shall be the sum of
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(A)
the Reference Price shown on such Note; and
(B)
the aggregate amortisation of the difference between the Reference Price and
the principal amount of such Note from its date of issue to the date on which
such Note becomes due and payable at a rate per annum (expressed as a
percentage) equal to the Amortisation Yield shown on such Note compounded
annually. Where such calculation is to be made for a period of less than one
year, it shall be made on the basis of the Day Count Fraction shown on such
Note.
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(iii)
(e)
If the Early Redemption Amount payable in respect of any such Note upon its
redemption pursuant to Condition 5(b) or, if applicable, the Optional Redemption
Amount or the Make-whole Redemption Amount pursuant to Condition 5(f), 5(g) or
5(h) or the Early Redemption Amount due and payable as provided in Condition 9 is
not paid when due, the Early Redemption Amount, the Optional Redemption Amount
or the Make-whole Redemption Amount, as the case may be, due and payable in
respect of such Note shall be the Amortised Face Amount of such Note as defined in
sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the
reference therein to the date on which the Note becomes due and payable were replaced
by a reference to the Relevant Date (as defined in Condition 7). The calculation of the
Amortised Face Amount in accordance with this subparagraph will continue to be made
(as well after as before judgment), until the Relevant Date unless the Relevant Date
falls on or after the Maturity Date, in which case the amount due and payable shall be
the principal amount of such Note together with any interest which may accrue in
accordance with Condition 4(d).
Early Redemption for other Notes
The Early Redemption Amount payable in respect of any Note (other than Notes described in
Condition 5(d) above), upon presentation of such Note pursuant to Condition 5(b)) or upon, it
becoming due and payable as provided in Condition 9, shall be the Final Redemption Amount
unless otherwise specified hereon.
(f)
Redemption at the Option of the Issuer and Exercise of Issuer's Options ("Call Option")
If Call Option is provided hereon, the Issuer (A) may, on giving irrevocable notice to the
Noteholders not more than 60 nor less than 30 calendar days prior to the date for exercise of
such option or within the Notice Period (as specified in the applicable Final Terms), redeem all
or, if so provided, some of such Notes in the principal amount equal to the Minimum
Redemption Amount (as specified in the applicable Final Terms) and on the relevant Optional
Redemption Date or (B) may, on giving irrevocable notice to the Noteholders not more than 60
nor less than 30 calendar days prior to an Option Exercise Date (as specified in the applicable
Final Terms) or within the Notice Period (as specified in the applicable Final Terms), exercise
any Issuer's option (as may be described in the applicable Final Terms) in relation to all or, if so
provided, some of the Notes on the relevant Option. Any such redemption of Notes pursuant to
part (A) of this Condition 5(f) shall be at their Optional Redemption Amount (which shall be the
Final Redemption Amount unless specified in the applicable Final Terms) together with interest
accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes
of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed
specified hereon and no greater than the Maximum Redemption Amount to be redeemed
specified hereon.
All Notes in respect of which any such notice is given shall be redeemed on the date specified in
such notice in accordance with this Condition.
In the case of a partial redemption or a partial exercise of an Issuer's option to redeem, the notice
to Noteholders shall also contain the certificate numbers of the Notes, to be redeemed, which
shall have been drawn in such place as the Agent may approve and in such manner as it deems
appropriate, subject to compliance with any applicable laws and stock exchange or other relevant
authority requirements.
(g)
Make-whole Redemption by the Issuer
If so specified in the relevant Final Terms, the Issuer may, having given not less than 15 nor
more than 30 calendar days' notice to the Noteholders in accordance with Condition 13, (or such
other notice period as may be specified in the relevant Final Terms) (a "Make-whole
Redemption Notice"), (which notice shall be irrevocable and shall specify the date fixed for
redemption (each such date, a "Make-whole Redemption Date")) redeem all (but not some
only) of the Notes then outstanding at any time prior to their Maturity Date at their relevant
Make-whole Redemption Amount (the "Make-whole Redemption Option"). The Issuer shall,
not less than 15 calendar days before the giving of the notice referred to above, notify the Fiscal
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Agent, the Calculation Agent and such other parties as may be specified in the Final Terms of its
decision to exercise the Make-whole Redemption Option. Not later than the Business Day
immediately following the Calculation Date, the Calculation Agent shall notify the Issuer, the
Fiscal Agent, the Noteholders and such other parties as may be specified in the Final Terms of
the Make-whole Redemption Amount. All Notes in respect of which any Make-whole
Redemption Notice is given shall be redeemed on the relevant Make-whole Redemption Date in
accordance with this Condition.
For the purposes of this Condition, unless the context otherwise requires, the following defined
terms shall have the meanings set out below:
"Benchmark Rate" means the average of the three quotations given by the Reference Dealers
on the Calculation Date at 11.00 a.m. (Central European time (CET)) of the mid-market annual
yield to maturity of the Reference Bond specified in the relevant Final Terms. If the Reference
Bond is no longer outstanding, a Similar Security will be chosen by the Calculation Agent at
11.00 a.m. (Central European time (CET)) on the Calculation Date, quoted in writing by the
Calculation Agent to the Issuer and published in accordance with Condition 13. The Benchmark
Rate will be published by the Issuer in accordance with Condition 13.
"Calculation Date" means the third Business Day (as defined in Condition 4(h)) prior to the
Make-whole Redemption Date.
"Make-whole Margin" means the rate per annum specified in the relevant Final Terms.
"Make-whole Redemption Amount" means, in respect of each Calculation Amount, an amount
in the Specified Currency of the relevant Notes, determined by the Calculation Agent, equal to
the sum of:
(i)
the greater of (x) the Final Redemption Amount in respect of such Calculation Amount
of such Notes and (y) the sum of the present values as at the Make-whole Redemption
Date of the remaining scheduled payments of principal and interest on such Final
Redemption Amount (excluding any interest accruing on such Final Redemption
Amount from, and including, the Specified Interest Payment Date or, as the case may
be, the Interest Commencement Date, immediately preceding such Make-whole
Redemption Date to, but excluding, the Make-whole Redemption Date) discounted
from the Maturity Date to the Make-whole Redemption Date on the basis of the
relevant Day Count Fraction at a rate equal to the Make-whole Redemption Rate; and
(ii)
any interest accrued but not paid on such Final Redemption Amount from, and
including, the Specified Interest Payment Date or, as the case may be, the Interest
Commencement Date, immediately preceding such Make-whole Redemption Date, to,
but excluding, the Make-whole Redemption Date.
"Make-whole Redemption Rate" means the sum, as calculated by the Calculation Agent, of the
Benchmark Rate and the Make-whole Margin.
"Reference Dealers" means each of the three banks selected by the Calculation Agent which are
primary European government security dealers, and their respective successors, or makers in
pricing corporate bond issues.
"Similar Security" means a reference bond or reference bonds issued by the issuer of the
Reference Bond having an actual or interpolated maturity comparable with the remaining term of
the Notes that would be utilised, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Notes.
(h)
Redemption at the Option of Noteholders and Exercise of Noteholder's Options ("Put Option")
If Put Option is provided hereon, the Issuer shall, subject to compliance by the Issuer with all
relevant laws, regulations and directives at the option of the holder of any such Note, redeem
such Note on the Optional Redemption Date provided hereon at its Optional Redemption
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Amount (which shall be the Final Redemption Amount unless specified in the applicable Final
Terms) together with any interest accrued to the date fixed for redemption.
To exercise such option, the holder must deposit such Note (together with all unmatured
Receipts, Coupons and unexchanged Talons) with any Paying Agent at its specified office,
together with a duly completed option exercise notice in the form obtainable from any Paying
Agent within the Notice Period. No Note so deposited and option exercised may be withdrawn
(except as provided in the Agency Agreement) without the prior consent of the Issuer.
(i)
Cancellation
All Notes redeemed by the Issuer and all Notes purchased for cancellation by or on behalf of the
Issuer or any of its subsidiaries will be cancelled forthwith (together with all unmatured Receipts
and Coupons and unexchanged Talons attached thereto or surrendered therewith) and may not be
reissued or resold and the obligations of the Issuer in respect of any such Notes shall be
discharged.
6.
Payments and Talons
(a)
Payment
Payments of principal and interest in respect of Notes will, subject as mentioned below, be made
against presentation and surrender of the relevant Receipts (in the case of payments of
Instalment Amounts other than on the due date for redemption and provided that the Receipt is
presented for payment together with its relative Note), Notes (in the case of all other payments of
principal and, in the case of interest, as specified in Condition 6(e)(vi)) or Coupons (in the case
of interest, save as specified in Condition 6(e)(vi)), as the case may be, at the specified office of
any Paying Agent outside the United States or its possessions by transfer to an account
denominated in that currency with a Bank. "Bank" means a bank in the principal financial centre
for that currency or, in the case of euro, in a city in which banks have access to the TARGET
System.
Except as provided below, no payment on any Note, Receipt or Coupon will be made pursuant to
presentation of a Note, Receipt or Coupon, or the making of any other demands for payment, at
any office of the Agent or any other Paying Agent in the United States or its possessions, nor
will any payment be made or mailed to an address in the United States or its possessions.
(b)
Payments in the United States
Notwithstanding the foregoing, if any Notes are denominated in US dollars, payments in respect
thereof may be made at the specified office of any Paying Agent in New York City in the same
manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices
outside the United States with the reasonable expectation that such Paying Agents would be able
to make payment of the amounts on the Notes in the manner provided above when due, (ii)
payment in full of such amounts at all such offices is illegal or effectively precluded by
exchange controls or other similar restrictions on payment or receipt of such amounts in US
dollars and (iii) such payment is then permitted by United States law without detriment to the
Issuer.
(c)
Payments subject to Law, etc
All payments are subject in all cases to (i) any applicable fiscal or other laws, regulations and
directives in any jurisdiction (whether by operation of law or agreement) of the Issuer or its
Agents and the Issuer will not be liable for any taxes or duties of whatever nature imposed or
levied by such laws, regulations, directives or agreements, but without prejudice to the
provisions of Condition 7, and (ii) any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code")
or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or
agreements thereunder, official interpretations thereof, or other official guidance enacted by any
jurisdiction in which the Issuer is organised or in which payments on Notes are made, or any law
implementing an intergovernmental approach thereto (or FATCA) and, notwithstanding
anything to the contrary in Condition 7, none of the Issuer, any Paying Agent or any other person
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will be liable for any taxes or duties of whatever nature imposed or levied by such laws,
regulations, agreements, official interpretations or official guidance or will be liable for any
additional amounts (as a result of any such withholding or deduction or taxes or duties). No
commission or expenses shall be charged to the Noteholders, Receiptholders or Couponholders
in respect of such payments.
(d)
Appointment of Agents
The Agent, the Paying Agents, the Redenomination Agent and the Consolidation Agent initially
appointed by the Issuer and their respective specified offices are listed below. The Agent, the
Paying Agents, the Redenomination Agent, the Consolidation Agent and, if appointed, the
Calculation Agent act solely as agents of the Issuer and do not assume any obligation or
relationship of agency or trust for or with any holder. The Issuer reserves the right at any time to
vary or terminate the appointment of the Agent, any Paying Agent, the Redenomination Agent,
the Consolidation Agent or, if appointed, the Calculation Agent and to appoint additional or
other Paying Agents, provided that the Issuer will at all times maintain (i) an Agent and, where
applicable, a Redenomination Agent and a Consolidation Agent, (ii) if a Calculation Agent is
required by the conditions, a Calculation Agent and (iii) a Paying Agent with a specified office
in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to
any law implementing European Council Directive 2003/48/EC (as modified by EU Council
Directive 2014/48 adopted by the European Council on 24 March 2014) or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any
Notes denominated in US dollars in the circumstances described in paragraph (b) above.
Notice of any such change or any change of any specified office will promptly be given to the
Noteholders in accordance with Condition 13.
(e)
Unmatured Coupons and Receipts and unexchanged Talons
(i)
Upon the due date for redemption, Notes which comprise Fixed Rate Notes should be
surrendered for payment together with all unmatured Coupons (if any) appertaining
thereto, failing which an amount equal to the face value of each missing unmatured
Coupon (or, in the case of payment not being made in full, that proportion of the
amount of such missing unmatured Coupon which the sum of principal so paid bears to
the total principal due) will be deducted from the Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount or Make-whole Redemption
Amount, as the case may be, due for payment. Any amount so deducted will be paid in
the manner mentioned above against surrender of such missing Coupon within a period
of 10 years from the Relevant Date for the payment of such principal (whether or not
such Coupon has become void pursuant to Condition 8).
(ii)
Upon the due date for redemption of any Note comprising a Floating Rate Note,
unmatured Coupons relating to such Note (whether or not attached) shall become void
and no payment shall be made in respect of them.
(iii)
Upon the due date for redemption of any Notes, any unexchanged Talon relating to
such Note (whether or not attached) shall become void and no Coupon shall be
delivered in respect of such Talon.
(iv)
Upon the due date for redemption of any Note which is redeemable in instalments, all
Receipts relating to such Note having an Instalment Date falling on or after such due
date (whether or not attached) shall become void and no payment shall be made in
respect of them.
(v)
Where any Note which provides that the relevant unmatured Coupons are to become
void upon the due date for redemption of those Notes is presented for redemption
without all unmatured Coupons and where any Note is presented for redemption
without any unexchanged Talon relating to it, redemption shall be made only against
the provisions of such indemnity as the Issuer may require.
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(vi)
(f)
If the due date for redemption of any Note is not a due date for payment of interest,
interest accrued from the preceding due date for payment of interest or the Interest
Commencement Date, as the case may be, shall only be payable against presentation
(and surrender, if appropriate) of the relevant Note. Interest accrued on a Note which
bears interest only after its Maturity Date shall be payable on redemption of such Note
against presentation thereof.
Non-Business Days
If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the
holder shall not be entitled to payment until the next following business day nor to any interest
or other sum in respect of such postponed payment. In this paragraph, "business day" means a
calendar day (other than a Saturday or a Sunday) on which banks and foreign exchange markets
are open for business in London and the relevant place of presentation, in such jurisdictions as
shall be specified as "Financial Centres" in the applicable Final Terms and:
(g)
(i)
(in the case of a payment in a currency other than euro) where payment is to be made by
transfer to an account maintained with a bank in the relevant currency, on which foreign
exchange transactions may be carried on in the relevant currency in the principal
financial centre of the country of such currency; or
(ii)
(in the case of a payment in euro) which is a TARGET Business Day.
Talons
On or after the Specified Interest Payment Date for the final Coupon forming part of a Coupon
sheet issued in respect of any Note, the Talon forming part of such Coupon sheet may be
surrendered at the specified office of the Paying Agents in exchange for a further Coupon sheet
(but excluding any Coupons which may have become void pursuant to Condition 8).
(h)
Payment of US Dollar Equivalent
Notwithstanding any other provision in these Conditions, if an Inconvertibility, NonTransferability or Illiquidity occurs or if Renminbi is otherwise not available to the Issuer as a
result of circumstances beyond its control and such unavailability has been confirmed by a
Renminbi Dealer, acting in good faith and in a commercially reasonable manner, following
which the Issuer is unable to satisfy payments of principal or interest (in whole or in part) in
respect of RMB Notes, the Issuer on giving not less than five nor more than 30 calendar days
irrevocable notice to the Noteholders prior to the due date for payment, may settle any such
payment (in whole or in part) in US dollars on the due date (or, for the avoidance of doubt, if
such due date is not a relevant business day for making U.S. dollars payments as provided in
Condition 6(f) above, the first such business day following such due date) at the US Dollar
Equivalent of any such Renminbi denominated amount.
In such event, payments of the US Dollar Equivalent of the relevant principal or interest in
respect of the Notes shall be made by transfer to the U.S. dollar account of the relevant account
holders for the benefit of the Noteholders. For the avoidance of doubt, no such payment of the
US Dollar Equivalent shall by itself constitute a default in payment within the meaning of
Condition 9.
All notifications, opinions, determinations, certificates, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of this Condition 6(h) by the RMB Rate
Calculation Agent, will (in the absence of manifest error) be binding on the Issuer, the Agents
and all Noteholders.
For the purposes of this Condition 6(h):
"Governmental Authority" means any de facto or de jure government (or any agency or
instrumentality thereof), court, tribunal, administrative or other governmental authority or any
other entity (private or public) charged with the regulation of the financial markets (including the
central bank) of Hong Kong or, in the case of an RMB account held outside Hong Kong from
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which the Issuer intended to transfer funds to an account in Hong Kong, of the jurisdiction of the
location of such account.
"Illiquidity" means that the general Renminbi exchange market in Hong Kong becomes illiquid,
other than as a result of an event of Inconvertibility or Non-Transferability, as determined by the
Issuer in good faith and in a commercially reasonable manner following consultation with two
Renminbi Dealers.
"Inconvertibility" means the occurrence of any event that makes it impossible for the Issuer or,
where applicable to convert any amount due in respect of RMB Notes in the general Renminbi
exchange market in Hong Kong, other than where such impossibility is due solely to the failure
of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority
(unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the
Issuer due to an event beyond its control, to comply with such law, rule or regulation).
"Non-Transferability" means the occurrence of any event that makes it impossible for the
Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside Hong
Kong to an account outside Hong Kong or from an account outside Hong Kong to an account
inside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer
to comply with any law, rule or regulation enacted by any Governmental Authority (unless such
law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer due to an
event beyond its control, to comply with such law, rule or regulation).
"Renminbi Dealer" means an independent foreign exchange dealer of international repute active
in the Renminbi exchange market in Hong Kong reasonably selected by the Issuer.
"RMB Rate Calculation Agent" means the agent appointed from time to time by the Issuer for
the determination of the RMB Spot Rate or identified as such in the relevant Final Terms.
"RMB Rate Calculation Business Day" means a calendar day (other than a Saturday or
Sunday) on which commercial banks are open for general business (including dealings in foreign
exchange) in Hong Kong and in New York City.
"RMB Rate Calculation Date" means the calendar day which is two RMB Rate Calculation
Business Days before the due date for payment of the relevant Renminbi amount under the
Conditions.
"RMB Spot Rate" for a RMB Rate Calculation Date means the spot CNY/US dollar exchange
rate for the purchase of US dollars with RMB in the over-the-counter RMB exchange market in
Hong Kong for settlement on the relevant due date for payment, as determined by the RMB Rate
Calculation Agent at or around 11 a.m. (Hong Kong time) on such RMB Rate Calculation Date,
on a deliverable basis by reference to Reuters Screen Page TRADCNY3 or if no such rate is
available on a non deliverable basis by reference to Reuters Screen Page TRADNDF. If neither
rate is available, the RMB Rate Calculation Agent will determine the RMB Spot Rate at or
around 11 a.m. (Hong Kong time) on the RMB Rate Calculation Date as the most recently
available CNY/U.S. dollar official fixing rate for settlement on the relevant due date for payment
reported by The State Administration of Foreign Exchange of the PRC, which is reported on the
Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display
page so designated on the Reuter Monitor Money Rates Service (or any successor service) or
such other page as may replace that page for the purpose of displaying a comparable currency
exchange rate.
"US Dollar Equivalent" means the relevant Renminbi amount converted into US dollars using
the RMB Spot Rate for the relevant RMB Rate Calculation Date, as calculated by the RMB Rate
Calculation Agent.
7.
Taxation
(a)
Tax Exemption
All payments of principal, interest and other revenues by or on behalf of the Issuer in respect of
the Notes (including the Coupons, Talons and Receipts) shall be made free and clear of, and
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without withholding or deduction for, any taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by or within the country of
residence of BPF or any authority therein or thereof having power to tax, unless such
withholding or deduction is required by law.
(b)
Additional amounts
If applicable law should require that payments of principal or interest in respect of any Note be
subject to deduction or withholding in respect of any taxes or duties, assessments or
governmental charges of whatever nature imposed or levied by or within the Republic of France,
the Issuer will to the fullest extent permitted by applicable law, pay such additional amounts as
may be necessary, in order that each holder of a Note, Coupon, Talon or Receipt, after deduction
or withholding of such taxes, duties, assessments or governmental charges, will receive the full
amount then due and payable, provided, however, that the Issuer may in that event, and subject
to the relevant Final Terms, redeem all of the Notes then outstanding in accordance with the
provisions of Condition 5(b) and provided further that no such additional amount shall be
payable with respect to any Note, Coupon, Talon or Receipt:
(i)
presented for payment by or on behalf of a holder who is liable to such taxes, duties,
assessments or governmental charges in respect of such Note, Coupon, Talon or
Receipt by reason of the holder having or having had some personal or business
connection with the country of residence of the Issuer (in the case of payments by the
Issuer), other than the mere holding of such Note, Coupon, Talon or Receipt; or
(ii)
presented for payment more than 30 calendar days after the Relevant Date, except to the
extent that the holder would have been entitled to such additional amount on presenting
the same for payment on the thirtieth calendar day; or
(iii)
where such withholding or deduction is required to be made pursuant to European
Council Directive 2003/48/EC, as amended, or any other European Union Directive or
Regulation implementing the conclusions of the ECOFIN Council meeting of 26 - 27
November 2000 on the taxation of savings income or any law implementing or
complying with, or introduced in order to conform to, such Directive or Regulation;
(iv)
by or on behalf of a holder who would have been able to avoid such withholding or
deduction by presenting the relevant Note, Receipt, Coupon or Talon to another Paying
Agent in a Member State of the European Union; or
(v)
where such withholding or deduction is imposed as part of France’s implementation of
Sections 1471 through 1474 of the U.S. Internal Code of 1986, as amended.
For the purposes of these Conditions, the "Relevant Date" in relation to any Note, Coupon,
Talon or Receipt means whichever is the later of:
(i)
the date on which the payment in respect of such Note, Coupon, Talon or Receipt first
became due and payable; and
(ii)
if the full amount of the moneys payable on such date in respect of such Note, Coupon,
Talon or Receipt has not been received by the Agent on or prior to the due date, the date
on which notice is duly given to the holders that such moneys have been so received,
provided that payment is in fact made upon presentation.
References herein to amounts payable in respect of the Notes, Coupons, Talons or Receipts shall
be deemed also to refer to any additional amounts which may be payable under this Condition.
(c)
Supply of information
Each Noteholder shall be responsible for supplying, in a timely manner, any information as may
be required in a timely manner in order to comply with the identification and reporting
obligations imposed on it by the European Council Directive 2003/48/EC (as modified by EU
Council Directive 2014/48 adopted by the European Council on 24 March 2014) or any other
European Directive implementing the conclusions of the ECOFIN Council Meeting dated 26-27
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November 2000 on the taxation of savings income or any law implementing or complying with,
or introduced in order to conform to such Directive.
8.
Prescription
Claims in respect of principal and interest on the Notes, Receipts and Coupons (which, for this
purpose shall not include Talons) shall be prescribed and become void unless presentation for
payment is made within ten (10) years (in the case of principal) or five (5) years (in the case of
interest) from the appropriate Relevant Date in respect thereof.
References in these Conditions to (i) "principal" shall be deemed to include any premium
payable in respect of the Notes, all Instalment Amounts, Redemption Amounts, Optional
Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal
payable pursuant to Condition 5 or any amendment or supplement to it, and (ii) "interest" shall
be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4
or any amendment or supplement to it.
9.
Events of Default
In case one or more of the following events (the "Events of Default") shall have occurred and be
continuing:
(a)
default is made for a period of 10 calendar days in the payment of principal, interest or any other
amount due and payable on, or in respect of, any of the Notes; or
(b)
the Issuer does not perform or comply with any one or more of its other obligations in, or in
respect of, the Notes, which default is incapable of remedy or, if capable of remedy, is not
remedied within 30 calendar days after notice of such default shall have been given to the Agent
at its specified office by any Noteholder; or
(c)
default is made by the Issuer or any Principal Subsidiary in the due payment of any sum payable
in respect of any Indebtedness contracted or guaranteed by the Issuer or any Principal Subsidiary,
as the case may be, provided that the aggregate amount of such Indebtedness exceeds Euro
30,000,000 or its equivalent and such default has not been expressly waived or cured within any
applicable grace period; or
(d)
the Issuer or any Principal Subsidiary incorporated in France makes any proposal for a general
moratorium in relation to its debt or any judgment is issued for its judicial liquidation
(liquidation judiciaire) or for the transfer of the whole of its business (cession totale de
l'entreprise), or the Issuer or in the case of any Principal Subsidiary incorporated or not
incorporated in France and to the extent permitted by applicable law, is subject to insolvency or
bankruptcy proceedings or makes a conveyance or assignment for the benefit of, or enters into a
composition with, its creditors; or
(e)
any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any
of the events referred to in paragraph (d); or
(f)
the Issuer is dissolved or liquidated, or merged or consolidated into another company or entity
unless (i) the pro-forma balance sheet of the legal entity surviving such merger or consolidation
shows, as of the date of such merger or consolidation, a shareholders' equity equivalent to or
greater than that of the merged or consolidated entity on the calendar day before the date of such
merger or consolidation and (ii) the legal entity surviving such merger or consolidation is a
corporation established in a member country of the European Union, Switzerland or in the
United States of America and expressly assumes all the obligations of the Issuer with respect to
the Notes and has obtained all necessary authorisations therefor, and (iii) notice of such merger
or consolidation shall have been given to the holders of the Notes as provided under Condition
13 below not later than the date thereof; or
(g)
any consent, permission, authorisation, agreement, confirmation or exemption of any
governmental authority required for the due performance of any of the Issuer's obligations under
the Notes is not granted in time for such performance or is revoked, rescinded, modified or
breached or becomes ineffective;
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then in each and every such case the Early Redemption Amount of each Note (together with
interest accrued to, but excluding, the date of actual repayment) may, at the option of, and upon
written notice to the Agent and the Issuer by, the then holder hereof, be declared to be
immediately due and payable, and the same shall become immediately due and payable upon the
date that such written notice is received by the Issuer unless prior to such date all Events of
Default in respect of all the Notes then outstanding shall have been cured.
For the purpose of this Condition 9,
(i)
"Indebtedness" means any obligation or indebtedness or the guarantee thereof
(including contingent obligations) for borrowed money;
(ii)
"Principal Subsidiary" means at any relevant time a Subsidiary of the Issuer:
(iii)
(A)
whose total assets or net banking revenue (or, where the Subsidiary in question
prepares consolidated accounts, whose total consolidated assets or net
consolidated banking revenue, as the case may be) attributable to the Issuer
represent not less than 10 per cent. of the total consolidated assets or the net
consolidated banking revenue of the Issuer, all as calculated by reference to
the then latest audited accounts (or consolidated accounts as the case may be)
of such Subsidiary and the then latest audited consolidated accounts of the
Issuer and its consolidated Subsidiaries; or
(B)
to which is transferred all or substantially all the assets and undertaking of a
Subsidiary which immediately prior to such transfer is a Principal Subsidiary;
"Subsidiary" means, at any particular time, any company which is then directly or
indirectly controlled, or more than 50 per cent. of whose issued equity share capital (or
equivalent) is then beneficially owned, by the Issuer and/or one or more of its
Subsidiaries, but excluding (a) any JV BPF Santander and (b) any other unconsolidated
direct or indirect member of the BPF Group (where "JV BPF Santander" means any
entity from time to time whose share capital or equivalent is held directly or indirectly
equally between BPF and SCF and fully consolidated by Santander group). For a
company to be "controlled" by another means that the other (whether directly or
indirectly and whether by the ownership of share capital, the possession of voting
power, contract or otherwise) has the power to appoint and/or remove all or the
majority of the members of the Board of Directors or other governing body of that
company or otherwise controls or has the power to control the affairs and policies of
that company.
10.
Meetings of Noteholders and Modifications
(a)
Meetings of Noteholders
The Agency Agreement contains provisions for convening meetings of Noteholders to consider
any matter affecting their interests, including assenting by Extraordinary Resolution to any
modification of the Notes (including these Conditions insofar as the same may apply to such
Notes). An Extraordinary Resolution duly passed at any such meeting shall be binding on all the
Noteholders and Receiptholders, whether present or not, and on all relevant Couponholders,
except that any Extraordinary Resolution proposed, inter alia, (i) to amend the dates of maturity
or redemption of the Notes, any Instalment Date or any date for payment of interest thereon,
(ii) to reduce or cancel the principal amount or any Instalment Amount of, or any premium
payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the
Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the
basis for calculating the Interest Amount in respect thereof, (iv) if there is shown on the face of
the Notes a Minimum Rate of Interest and/or a Maximum Rate of Interest, to reduce such
Minimum Rate of Interest and/or decrease such Maximum Rate of Interest, (v) to change any
method of calculating the Redemption Amount or any Optional Redemption Amount, (vi) to
change the currency or currencies of payment of the Notes, and (vii) to modify the provisions
concerning the quorum required at any meeting of Noteholders or the majority required to pass
the Extraordinary Resolution, will only be binding if passed at a meeting of the Noteholders (or
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at any adjournment thereof) at which a special quorum (as provided for in the Agency
Agreement) is present.
The Agency Agreement provides that a resolution in writing signed by or on behalf of the
Noteholders of not less than 100 per cent. in nominal amount of the Notes outstanding shall for
all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of
Noteholders duly convened and held. Such a resolution in writing may be contained in one
document or several documents in the same form, each signed by or on behalf of one or more
Noteholders.
(b)
Modification of Agency Agreement
The parties to the Agency Agreement may agree, without the consent of the Noteholders, to any
modification of, or any waiver or authorisation of any breach or proposed breach of or any
failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to
be prejudicial to the interests of the Noteholders.
11.
Replacement of Notes, Receipts, Coupons and Talons
If a Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed it may be
replaced, subject to applicable laws and stock exchange regulations, at the specified office of the
Agent and/or other Paying Agents as may from time to time be designated by the Issuer for the
purpose (notice of whose designation is given to Noteholders in accordance with Condition 13)
on payment by the claimant of the fees and costs incurred in connection therewith and on such
terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly
lost, stolen or destroyed Note, Receipt, Coupon or Talon is subsequently presented for payment
or, as the case may be, for exchange for further Coupons, there will be paid to the Issuer on
demand the amount payable by the Issuer in respect of such Notes, Receipts, Coupons or further
Notes or Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes,
Receipts, Coupons or Talons must be surrendered before replacements will be issued.
12.
Further Issues and Consolidation
The Issuer may from time to time without the consent of the Noteholders, Receiptholders or
Couponholders create and issue further Notes having the same terms and conditions (except in
respect of the Issue Price and the first payment of interest) as the Notes and so that the same
shall be consolidated and form a single series with such Notes, and references in these
Conditions to "Notes" shall be construed accordingly.
The Issuer may from time to time on any Interest Payment Date occurring on or after the date
specified for a Redenomination of the Notes pursuant to Condition 1, on giving not less than 30
calendar days' prior notice to the Noteholders in accordance with Condition 13, without the
consent of the Noteholders or the Couponholders, consolidate the Notes with one or more issues
of other notes issued by it, whether or not originally issued in one of the European national
currencies or in euro, provided such other notes have been redenominated in euro (if not
originally denominated in euro) and which otherwise have, in respect of all periods subsequent
to such consolidation, the same terms and conditions as the Notes.
13.
Notices
Notices to the holders of Notes will be valid if (a) published in a daily English language
newspaper of general circulation in London (which is expected to be the Financial Times) and
(b) in the case of any Notes which are listed and admitted to trading on Euronext Paris (so long
as such notes are listed and admitted to trading on Euronext Paris and the rules applicable to
such Regulated Market so require) in a leading daily newspaper having general circulation in the
city/ies where the Regulated Market on which such Notes is/are admitted to trading is located
which, in the case of Euronext Paris is expected to be Les Echos. Any such notices shall be
deemed to have been given on the date of first publication.
Couponholders and Receiptholders shall be deemed for all purposes to have notice of the
contents of any notice to the holders of Notes in accordance with this Condition.
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14.
Agents
In acting under the Agency Agreement, the Agent and the Paying Agents will act solely as
agents of the Issuer and do not assume any obligations or relationships of agency or trust with
the Noteholders, Receiptholders or Couponholders. The Issuer will agree to perform and observe
the obligations imposed upon them under the Agency Agreement. The Agency Agreement
contains provisions for the indemnification of the Agent and Paying Agents and for relief from
responsibility in certain circumstances, and entitles any of them to enter into business
transactions with the Issuer or any of its respective subsidiaries without being liable to account to
the Noteholders, Receiptholders or the Couponholders for any resulting profit. For so long as the
Notes are listed on the Euronext Paris and the rules of such Regulated Market so require, the
Issuer will maintain a paying agent with a specified office in Luxembourg.
15.
Governing Law and Jurisdiction
(a)
Governing Law
The Notes, the Receipts, the Coupons, the Talons and the Agency Agreement and all noncontractual obligations arising from or connected with them are governed by English law.
(b)
Jurisdiction
The courts of England have exclusive jurisdiction to settle any dispute arising from or in
connection with any Notes, Receipts, Coupons or Talons (including a dispute relating to noncontractual obligations arising from or in connection with any Notes, Receipts, Coupons or
Talons, or a dispute regarding the existence, validity or termination of any Notes, Receipts,
Coupons or Talons or the consequences of their nullity) (a "Dispute"). The Issuer irrevocably
submits to the jurisdiction of the courts of England and waives any objection to Disputes in such
courts on the ground of venue or on the ground that the Disputes have been brought in an
inconvenient forum. These submissions are made for the benefit of each of the holders of the
Notes, Receipts, Coupons and Talons and shall not affect the right of any of them to take
Disputes in any other court of competent jurisdiction nor shall the taking of Disputes in one or
more jurisdictions preclude the taking of Disputes in any other jurisdiction (whether
concurrently or not).
(c)
Service of Process
The Issuer irrevocably appoints the United Kingdom branch of the Issuer whose address is
Banque PSA Finance, United Kingdom Branch, Treasury Department c/o PSA Peugeot Citroën
Automobiles UK Ltd., Stoke Plant, P.O. Box 25, Humber Road, Coventry CV3 1BD to receive,
for it and on its behalf, service of process in any Disputes in England. Such service shall be
deemed completed on delivery to such process agent (whether or not it is forwarded to and
received by the Issuer). If for any reason such process agent ceases to be able to act as such or no
longer has an address in London, the Issuer irrevocably agrees to appoint a substitute process
agent and shall immediately notify Noteholders of such appointment in accordance with
Condition 13. Nothing herein shall affect the right to serve process in any manner permitted by
law.
(d)
Waiver and Consent
The Issuer further irrevocably agrees that no immunity (to the extent that it may now or hereafter
exist, whether on the grounds of sovereignty or otherwise) from any Disputes or from execution
of judgment shall be claimed by or on behalf of it or with respect to its assets, any such
immunity being irrevocably waived by the Issuer, and the Issuer irrevocably consents generally
in respect of any such Disputes to the giving of any relief or the issue of any process in
connection with any such Disputes including, without limitation, the making, enforcement or
execution against any property whatsoever of any order or judgment which may be made or
given in such Disputes.
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16.
Contracts (Rights of Third Parties) Act 1999
No person shall have any right to enforce any term or condition of the Notes under the Contracts
(Rights of Third Parties) Act 1999.
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Provisions Relating to the Notes while in Global Form
Each Tranche of Notes with a maturity of more than 365 calendar days will initially be represented by a
Temporary Global Note, unless the applicable Final Terms specify otherwise, and each Tranche with a
maturity of 365 calendar days or less will initially be represented by a Permanent Global Note, unless the
applicable Final Terms specify otherwise. Each Global Note will be deposited (a) in the case of a Tranche
intended to be cleared through Euroclear or Clearstream, Luxembourg, on its issue date (x) if the Global
Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form on or prior
to the original issue date of the Tranche to the Common Safekeeper for Euroclear and Clearstream; or (y)
in the case of Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") on
the issue date to a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the
"Common Depositary"), or (b) or in the case of a Tranche intended to be cleared through Euroclear
France (where so agreed between the Issuer and the relevant Dealer(s) on the issue date), with Euroclear
France acting as a central depositary and (c) in the case of a Tranche intended to be cleared through a
clearing system other than, or in addition to, Euroclear, Clearstream, Luxembourg or Euroclear France or
delivered outside a clearing system, as agreed by the Issuer, the Agent and the relevant Dealer(s). Upon
deposit of a Global Note with the common depositary, Euroclear or Clearstream, Luxembourg will credit
each subscriber with a principal amount of Notes equal to the principal amount thereof for which it has
subscribed and paid. If the Global Note is an NGN, the nominal amount of the Notes shall be the
aggregate amount from time to time entered in the records of Euroclear or Clearstream, Luxembourg and
the records of such clearing system shall be conclusive evidence of the nominal amount of Notes
represented by the Global Note and a statement issued by such clearing system at any time shall be
conclusive evidence of the records of the relevant clearing system at that time. Upon the initial deposit of
a Global Note with Euroclear France (where Euroclear France is acting as central depositary), the
intermédiaires (accredited intermediaries authorised to maintain securities accounts on behalf of their
clients) (each an "Intermediary") who are entitled to such Notes according to the records of Euroclear
France, will likewise credit each subscriber with a principal amount of Notes equal to the principal
amount thereof for which it has subscribed and paid.
Depositing the Global Notes with the Common Safekeeper does not necessarily mean that the Notes will
be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue, or at any or all times during their life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility criteria.
Notes that are initially deposited with the common depositary may (if indicated in the relevant Final
Terms) also be credited to the accounts of subscribers with Intermediaries or (if indicated in the relevant
Final Terms) other clearing systems through direct or indirect accounts with Euroclear and Clearstream,
Luxembourg held by Euroclear France or other clearing systems. Conversely, Notes that are initially
deposited with Euroclear France (as central depositary) or any other clearing system may similarly be
credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing
systems (or Intermediaries).
Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg, an Intermediary or any
other clearing system as the holder of a Note represented by a Global Note must look solely to Euroclear,
Clearstream, Luxembourg or such Intermediary or clearing system (as the case may be) for his share of
each payment made by the Issuer to the bearer of such Global Note and in relation to all other rights
arising under the Global Notes, subject to and in accordance with the respective rules and procedures of
Euroclear, Clearstream, Luxembourg, Euroclear France or such clearing system (as the case may be).
Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for
so long as the Notes are represented by such Global Note and such obligations of the Issuer will be
discharged by payment to the bearer of such Global Note in respect of each amount so paid.
The Issuer has executed a Deed of Covenant in favour of certain account holders with Euroclear,
Clearstream, Luxembourg and Intermediaries in order to facilitate enforcement by individual Noteholders
following any default in payment by the Issuer.
The Temporary Global Notes and the Permanent Global Notes contain provisions which apply to the
Notes while they are in global form, some of which modify the effect of the terms and conditions of the
Notes set out in this Base Prospectus. The following is a summary of certain of those provisions as they
relate to Global Notes in bearer form:
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1.
Exchange
Interests in Temporary Global Notes will be exchangeable in whole or in part for interests in a Permanent
Global Note (or, if specified in the applicable Final Terms, Definitive Notes with, where applicable,
Receipts, Coupons and Talons attached) not earlier than the date (the "Exchange Date") which is 40
calendar days after the date on which the Temporary Global Note is issued, provided that in the case of
Notes, certification of non-U.S. beneficial ownership has been received. In the event that a further
Tranche of Notes is issued in respect of any Series of Notes pursuant to Condition 12 which is to be
consolidated with one or more previously issued Tranches of such Series prior to the Exchange Date
relating to the Temporary Global Note representing the most recently previously issued Tranche of such
Series, such Exchange Date may be extended until the Exchange Date with respect to such further
Tranche provided that in no event shall such first-mentioned Exchange Date be extended beyond the date
which is five calendar days prior to the first Interest Payment Date (if any) falling after such firstmentioned Exchange Date.
A Permanent Global Note may be exchangeable in whole but not in part (free of charge to the holder) for
Definitive Notes with, where applicable, Receipts, Coupons and Talons attached, upon 60 calendar days'
written notice from Euroclear, Clearstream, Luxembourg or Euroclear France (as the case may be) acting
on instructions of the holders of interests in the Permanent Global Note or the Issuer. A Permanent Global
Note may be exchanged (i) if the Permanent Global Note is held on behalf of Euroclear or Clearstream,
Luxembourg or any other clearing system and any such clearing system is closed for business for a
continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or
announces an intention permanently to cease business or does in fact do so or (ii) if an Event of Default
described in Condition 9 occurs in relation to the Notes represented thereby.
In the event that the Permanent Global Note is exchanged for Definitive Notes, such Definitive Notes
shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less
than the Minimum Specified Denomination will not receive a definitive Note in respect of such holding
and would need to purchase a principal amount of Notes such that it holds an amount equal to one or
more Specified Denominations. Global Notes and Definitive Notes will be issued by BNP Paribas
Securities Services, Luxembourg Branch, as Agent.
2.
Payments
No payment falling due on or after the Exchange Date will be made on a Temporary Global Note.
Payments on any Temporary Global Note during the period up to the Exchange Date will only be made
against presentation of certification as to non-U.S. beneficial ownership. All payments in respect of Notes
represented by a Global Note will be made against presentation for endorsement and, if no further
payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the
Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A
record of each payment so made will be endorsed in the appropriate schedule to each Global Note, which
endorsement will be prima facie evidence that such payment has been made in respect of the relevant
Notes. Condition 6(e)(v) and Condition 7(c) will apply to Definitive Notes only. If the Global Note is a
NGN, the Issuer shall procure that details of each such payment shall be entered pro rata in the records of
the relevant clearing system and the nominal amount of the Notes recorded in the records of the relevant
clearing system and represented by the Global Note will be reduced accordingly. Each payment so made
will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of
the relevant clearing system shall not affect such discharge.
3.
Notices
So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a
clearing system, notices to Noteholders of that Series may be given by delivery of the relevant notice to
that clearing system for communication by it to entitled account holders in substitution for publication as
required by the Conditions or by delivery of the relevant notice to the holder of the Global Note except
that so long as the Notes are listed and admitted to trading on Euronext Paris and the rules of that
exchange so requires, notices will be published on the website of BPF (www.banquepsafinance.com).
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4.
Purchase and Cancellation
Cancellation of any Note surrendered for cancellation following its purchase will be effected by reduction
in the principal amount of the relevant Global Note.
5.
Transfer
Any interest in a Global Note will be transferable only in accordance with the rules and procedures for the
time being of Euroclear, Clearstream, Luxembourg, Euroclear France or other relevant clearing system, as
appropriate.
6.
Meetings
The holder of a Global Note will be treated as being two persons for the purposes of any quorum
requirements of a meeting of Noteholders and, at any such meeting on a poll, as having one vote in
respect of each integral currency unit of the Specified Currency of the Notes.
7.
Default
Each Global Note provides that the holder may cause such Global Note, or a portion of it, to become due
and repayable in the circumstances described in Condition 9 by stating in the notice to the Agent the
principal amount of such Global Note which is to become due and repayable. Following the giving of a
notice of an Event of Default and a grace period of 7 calendar days, the Global Note becomes void as to a
specified portion and that the persons entitled to such portion as account holders with a clearing system
acquire direct enforcement rights against the Issuer pursuant to the terms of a Deed of Covenant.
8.
Issuer's Option
No drawing of Notes will be required under Condition 5(f) in the event that the Issuer exercises any
option relating to those Notes while all such Notes which are outstanding are represented by a Global
Note. In such event if any option of the Issuer is exercised in respect of some but not all of the Notes of
any Tranche, the rights of account holders with Euroclear, Clearstream, Luxembourg and Euroclear
France in respect of the Notes will be governed by the standard procedures of Euroclear, Clearstream,
Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool
factor or a reduction in nominal amount at their discretion) and Euroclear France.
9.
Noteholder's Option
Any Noteholder's option may be exercised by the holder of a Global Note giving notice to the Agent of
the principal amount of Notes in respect of which the option is exercised and presenting such Global Note
for endorsement of exercise within the time limits specified in the Conditions.
10.
NGN nominal amount
Where the Global Note is a NGN, the Issuer shall procure that any exchange, payment, cancellation,
exercise of any option or any right under the Notes, as the case may be, shall be entered in the records of
the relevant clearing systems and upon any such entry being made, the nominal amount of the Notes
represented by such Global Note shall be adjusted accordingly.
11.
Redenomination and Consolidation
A Global Note may be amended or replaced by the Issuer (in such manner as it considers necessary, after
consultation with the Redenomination Agent and the Consolidation Agent, as the case may be) for the
purposes of taking account of the redenomination and/or consolidation of the Notes in accordance with
Conditions 1 and 13. Any consolidation may require a change in the relevant nominee or depositary for
the relevant clearing system(s), as the case may be.
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12.
Electronic consent and Written Resolution
While any Global Note is held on behalf of any nominee for a clearing system, then:
(a) approval of a resolution proposed by the Issuer given by way of electronic consents communicated
through the electronic communications systems of the relevant clearing system(s) in accordance with their
operating rules and procedures by or on behalf of the holders of not less than 100 per cent. in nominal
amount of the Notes outstanding (an “Electronic Consent” as defined in the Agency Agreement) shall, for
all purposes (including matters that would otherwise require an Extraordinary Resolution to be passed at a
meeting for which the special quorum was satisfied), take effect as an Extraordinary Resolution passed at
a meeting of Noteholders duly convened and held, and shall be binding on all Noteholders and holders of
Coupons, Talons and Receipts whether or not they participated in such Electronic Consent; and
(b) where Electronic Consent is not being sought, for the purpose of determining whether a Written
Resolution (as defined in the Agency Agreement) has been validly passed, the Issuer shall be entitled to
rely on consent or instructions given in writing directly to the Issuer by accountholders in the clearing
system with entitlements to such Global Note or, where the accountholders hold any such entitlement on
behalf of another person, on written consent from or written instruction by the person for whom such
entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder
or via one or more intermediaries and provided that, in each case, the Issuer obtained commercially
reasonable evidence to ascertain the validity of such holding and have taken reasonable steps to ensure
that such holding does not alter following the giving of such consent or instruction and prior to the
effecting of such amendment. Any resolution passed in such manner shall be binding on all Noteholders
and Couponholders, even if the relevant consent or instruction proves to be defective. As used in this
paragraph, “commercially reasonable evidence” includes any certificate or other document issued by
Euroclear, Clearstream, Luxembourg or any other relevant clearing system, or issued by an accountholder
of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any
such certificate or other document shall, in the absence of manifest error, be conclusive and binding for
all purposes. Any such certificate or other document may comprise any form of statement or print out of
electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or
Clearstream, Luxembourg’s Creation Online system) in accordance with its usual procedures and in
which the accountholder of a particular principal or nominal amount of the Notes is clearly identified
together with the amount of such holding. The Issuer shall not be liable to any person by reason of having
accepted as valid or not having rejected any certificate or other document to such effect purporting to be
issued by any such person and subsequently found to be forged or not authentic.
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Use of Proceeds
The net proceeds from the issue of Notes under the Programme will be used by the Issuer for general
corporate purposes. If, in respect of any particular issue of Notes, there is a particular identified use of
proceeds, this will be stated in the applicable Final Terms.
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Banque PSA Finance
For details on the business description relating to BPF, refer to pages 7 to 20 of the Banque PSA Finance
2014 Annual Report (English version), which is incorporated by reference into this Base Prospectus. In
addition, please see below for further information.
Board of Directors
At the date of this prospectus, the composition of the Board of Directors is the following:
•
Mr Jean-Baptiste CHASSELOUP de CHATILLON, Chairman and Director of the Board of
Directors;
•
Mr Philippe ALEXANDRE, Director and Chief Executive Officer;
•
Mr Michel PHILIPPIN, Director;
•
Mr François PIERSON, Director;
•
Mr Carlos TAVARES, Director;
•
PEUGEOT SA, Director represented by Mr Olivier BOURGES;
•
AUTOMOBILES PEUGEOT, Director represented by Maxime PICAT;
At the date of this Base Prospectus the Senior Management of Banque PSA Finance is the following:
•
Mr Philippe ALEXANDRE, Chief Executive Officer;
•
Mr Alain MARTINEZ, Executive Managing Officer.
The address of the head offices and principal place of business for the latter is 75 avenue de la Grande
Armée, 75116 Paris, France.
The following table sets out the functions of each member of the Board of Directors and each Senior
Manager of Banque PSA Finance. It also sets out the other positions held by these officers within the
PSA Peugeot Citroën group or BPF Group.
Functions held by the members of BPF's Board of Directors as of the date of this Base Prospectus
Names
Functions
Entities
Jean-Baptiste CHASSELOUP
de CHATILLON
Director and Chairman of the
Board
Banque PSA Finance
Date of first appointment within
the Board of BPF: 03/04/2013
Member of the Managing Board
Peugeot S.A.
Director
PSA International S.A.
(Switzerland)
Gefco
Expiration of current term: 2020
Vice-Chairman & Member of
the Supervisory Board
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-
Director
Permanent Representative
Peugeot S.A.
Philippe ALEXANDRE
of
Automobiles Citroën
Faurecia
Dongfeng Peugeot Citroën
Automobiles Company Ltd
(China)
Changan PSA Automobiles
co Ltd (China)
Automobiles Peugeot
Chief Executive Officer
Banque PSA Finance
Chairman and Director
-
Date of first appointment within
the Board of BPF: 25/03/2009
-
Expiration of current term: 2015
-
Compagnie Générale de
Crédit aux Particuliers Credipar
Société Financière de
Banque - Sofib
Compagnie pour la location
de véhicules - CLV
Chairman of the Board of
Directors
PSA Wholesale Limited (United
Kingdom)
Representative of the Associate
Manager, Banque PSA Finance
Sofira
Vice-Chairman
PSA Finansman A.S. (Turkey)
Names
Functions
Entities
Michel PHILIPPIN
Director and Chairman of :
Banque PSA Finance
Date of first appointment within
the Board of BPF: 20/04/2012
(i)
Expiration of current term: 2018
The Audit & Risk Committee
(ii) The Remuneration Committee
(iii) The Nomination Committee
François PIERSON
Director and member of :
Date of first appointment within
the Board of BPF: 09/07/2012
(i)
Expiration of current term: 2019
The Audit & Risk Committee
(ii) The Remuneration Committee
(iii) The Nomination Committee
Chief Executive Officer
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-
AGIPI (Association)
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Chairman of the Board of
Directors
-
-
Inter Partner Assistance SA
(Belgium)
Associations Diffusion
Services - ADIS (SA)
AGIPI Retraite
(Association)
Ecole de Management
Kedge (Marseille and
Bordeaux)
Ecole de la Seconde Chance
(Hauts-de-Seine)
Chairman
Association Prévention Routière
Director
-
AXA Assurances IARD
Mutuelle (SAM)
-
UCAR (SA)
-
ASAF (Management
association)
AFPS (Management
association)
AXA Assurance Maroc (SA)
AXA Cameroun (SA)
AXA Côte d'Ivoire (SA)
AXA Gabon (SA)
AXA Sénégal (SA)
AXA Holding Maroc (SA)
AXA Assurance Algérie Vie
(SPA Algérie)
AXA Aurora Vida, S.A., De
Seguros y Reaseguros (SA
Espagne)
AXA Seguros Generales,
S.A. De Seguros y
Reaseguros (SA Espagne)
AXA Vida S.A. De Seguros
Y Reaseguros (SA Espagne)
-
-
Managing Director
AGIPI Développement (SARL)
Carlos TAVARES
Director
Banque PSA Finance
Date of first appointment within
the Board of BPF: 02/04/2014
Chairman and Director
Peugeot Citroën Automobile SA
Chairman
Board
Peugeot S.A.
Expiration of current term: 2015
PEUGEOT S.A.
of
the
Director
-
Faurecia
PCMA Holding B.V.-
Director
-
Banque PSA Finance
Automobiles Citroën
Automobiles Peugeot
GIE PSA Trésorerie
ANSA
Date of first appointment within
the Board of BPF: 15/12/1982
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Managing
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Expiration of current term: 2018
Member
-
Olivier BOURGES
Permanent Representative of
Peugeot S.A. and member of :
Banque PSA Finance
Date of appointment as permanent
representative: 01/10/2014
(i)
GIE PSA Peugeot Citroën
Institut pour la Ville en
Mouvement
The Audit & Risk Committee
(ii) The Remuneration Committee
(iii) The Nomination Committee
Member of the Supervisory
Board
Gefco
Directors
-
Permanent Representative
Automobiles Peugeot
AUTOMOBILES PEUGEOT
of
Football
Montbéliard
Managing Director
DJ56
Director
-
Date of first appointment within
the Board of BPF: 15/12/1982
-
Expiration of current term: 2020
-
Associate Manager
Maxime PICAT
Date
of
permanent
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appointment
as
representative:
Compagnie Générale de
Crédit aux Particuliers Credipar
Automobiles Peugeot
PCMA Holding B.V.
(Netherlands)
Peugeot Citroën
Automoviles S.A (Spain)
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Banque PSA Finance
Football Club Sochaux
Montbéliard S.A.
Institut pour la Ville en
Mouvement
Société Financière de
Banque - Sofib
Peugeot Algérie (Algeria)
Peugeot Espana S.A.
(Espana)
Sopriam (Morocco)
Somaca (Morocco)
Société Tunisienne
Automobile Financière
Immobilière et Maritime
(Tunisia)
GLM1
Peugeot Media Production SNC
Permanent Representative
Automobiles Peugeot
Chief Executive
Director
Club-Sochaux
Officer
of
Banque PSA Finance
and
Automobiles Peugeot
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Chairman
Peugeot Motocyles
Chairman and Director
Peugeot Motor Company Plc
(UK)
Director
-
-
Dongfeng Peugeot Citroën
Automobiles Company Ltd
(China)
Peugeot Espana (Espana)
Functions held by the Executive Managing Officers non Directors of Banque PSA Finance Board as
of the date of this Base Prospectus
Names
Functions
Entities
Alain MARTINEZ
Executive Managing Officer
(''Directeur Général Délégué'')
Banque PSA Finance
Chairman and Board Member
-
Member
Board
of
the
Supervisory
-
PSA Finance Suisse
(Switzerland)
PSA Renting ITALIA SPA
(Italy)
PSA Factor ITALIA SPA
(Italy)
PSA GESTAO- Comérico e
Aluguer de Veiculos, SA
(Portugal)
PSA Financial Holding B.V.
(Netherlands)
BPF Financiranje d.o.o.
(Slovenia)
Chairman
-
Bank PSA Finance Rus
(Russian Federation)
Director
-
PSA Financial D.o.o
(Croatia)
PSA Wholesale Ltd (United
Kingdom)
Peugeot Finance International
N.V. (Netherlands)
-
Material Contracts
There are no material contracts that are not entered into in the ordinary course of BPF's business, which
could result in any group member being under an obligation or entitlement that is material to BPF's ability
to meet its obligation to security holders in respect of the securities being issued.
Conflict of Interest
None of the members of the Board of Directors and the Senior Managers have any personal conflict of
interest between their duties to BPF and their other principal activities as set out above and in the Banque
PSA Finance 2014 Annual Report (English version).
Incorporation
The term of incorporation of BPF will expire on 15 December 2081 unless it is otherwise dissolved early
or extended.
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Trends
There are no known trends affecting the Issuer and the activities in which it operates.
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Recent Developments
The Issuer published the following press release on 23 February 2015:
"Paris, 23 February 2015
Banque PSA Finance reopens the Spanish auto loan securitisation market
On 18 February 2015, Banque PSA Finance, wholly-owned by Peugeot S.A., successfully placed in the
secondary market all of the € 668.0 million senior Class A Notes of the securitisation transaction of
Spanish auto loans, Auto ABS 2012-3, FTA.
This is the first widely syndicated auto ABS from Spain since 2011. The placement of Class A Notes
raised substantial appetite from a diversified range of lead investors with a book 1.75x oversubscribed and priced at a fixed yield of 0.60% p.a.
Senior notes were initially retained by Banque PSA Finance for refinancing purposes with the ECB.
Following significant improvement in market conditions, accelerated by the launch of the ECB’s ABS
Purchase Programme, Banque PSA Finance decided to place the transaction with institutional investors.
The notes are secured by Spanish auto loans originated by the Spanish branch of Banque PSA finance.
Closed in November 2012 and following a 27-month replenishment period that ends in February 2015,
the pool will start amortising along a pure sequential amortisation mechanism. The fixed rate Class A
Notes, rated AAL(sf) by DBRS and AA+sf by Fitch, with an estimated weighted average life of 1.31
years, benefit from 17.5% of credit enhancement.
CA CIB and Santander GBM acted as joint lead managers and book-runners for the placement.
This transaction is part of the Banque PSA Finance strategy to ensure a broad diversification of its
funding sources and an increase of securitisation in its funding mix. It also highlights the quality of loans
originated by Banque PSA Finance."
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Taxation
The statements herein regarding taxation are based on the laws in force in France, the Grand Duchy of
Luxembourg, Belgium, the Republic of Ireland, United Kingdom, the Netherlands, the Federal Republic
of Germany and Austria as of the date of this Programme and are subject to any changes in law. The
following summary does not purport to be a comprehensive description of all the tax considerations
which may be relevant to a decision to purchase, own or dispose of the Notes. Each prospective holder or
beneficial owner of Notes should consult its tax advisor as to the tax consequences of any investment in or
ownership and disposition of the Notes in France, the Grand Duchy of Luxembourg, Belgium, the
Republic of Ireland, United Kingdom, the Netherlands, the Federal Republic of Germany and/or Austria.
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
Under EC Council Directive 2003/48/EC on the taxation of savings income in the form of interest
payments (the "EU Savings Directive"), Member States are required to provide to the tax authorities of
another Member State details of payments of interest or similar income (within the meaning of the EU
Savings Directive) paid by a person located within its jurisdiction to, or collected by such a person for, an
individual resident in that other Member State or to certain limited types of entities (as defined in the
article 4.2 of the EU Savings Directive) established in that other Member State. However, for a
transitional period, Luxembourg and Austria are instead required (unless during that period they elect for
one of the two information exchange procedures available) to operate a withholding system in relation to
such payments (the ending of such transitional period being dependent upon the conclusion of certain
other agreements relating to information exchange with certain other countries). A number of non-EU
countries and territories have adopted similar measures.
According to the Luxembourg law dated 25 November 2014, the Luxembourg government has abolished
the withholding tax system with effect from 1 January 2015 in favour of automatic information exchange
under the Savings Directive.
If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer
nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to
any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on a
payment made by a Paying Agent, the Issuer is required to maintain a Paying Agent in a Member State
that is not obliged to withhold or deduct tax pursuant to the Directive.
On 24 March 2014, the European Council formally adopted EU Council Directive 2014/48/EU amending
the EU Savings Directive (the "Amending Directive"). The Amending Directive broadens the scope of
the requirements described above. Member States have until 1 January 2016 to adopt the national
legislation necessary to comply with the Amending Directive and are required to apply these new
requirements from 1 January 2017. The changes made under the Amending Directive include extending
the scope of the EU Savings Directive to payments made to, or collected for, certain other entities and
legal arrangements. They also broaden the definition of "interest payment" to cover income that is
equivalent to interest.
Investors who are in any doubt as to their position should consult their professional advisers.
FRANCE
The description below is intended as a basic summary of certain withholding tax consequences that may
be relevant to holders of Notes who (i) are not French residents for tax purposes, (ii) do not hold the
Notes in connection with a permanent establishment or a fixed base in France and (iii) do not currently
hold shares of BPF and are not otherwise affiliated with the Issuer within the meaning of Article 39-12 of
the French Code général des impôts. Investors who are in doubt as to their tax position should consult
their professional tax advisers.
(a)
Payments of interest and other revenues made with respect to Notes issued by BPF (other than
Notes (described below) which are consolidated (assimilables for the purpose of French law) and
form a single series with Notes issued prior to 1 March 2010 having the benefit of Article 131
quater of the French General Tax Code) are not subject to the withholding tax set out under
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Article 125 A III of the French General Tax Code unless such payments are made outside France
in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of
Article 238-0 A of the French General Tax Code (a "Non-Cooperative State"). If such
payments under Notes issued by BPF are made in a Non-Cooperative State, a 75 per cent.
withholding tax will be applicable (subject to certain exceptions and to the more favourable
provisions of any applicable double tax treaty) by virtue of Article 125 A III of the French
General Tax Code.
Furthermore, according to Article 238 A of the French General Tax Code, interest and other
revenues on such Notes are not deductible from BPF's taxable income if they are paid or accrued
to persons established in a Non-Cooperative State or paid on a bank account opened in such a
Non-Cooperative State. Under certain conditions, any such non-deductible interest and other
revenues may be recharacterised as constructive dividends pursuant to Articles 109 et seq. of the
French General Tax Code, in which case such non-deductible interest and other revenues may be
subject to the withholding tax set out under Article 119 bis 2 of the French General Tax Code, at
a rate of 30 per cent. or 75 per cent., subject to the more favourable provisions of any applicable
double tax treaty.
Notwithstanding the foregoing, neither the 75 per cent. withholding tax nor the non-deductibility
will apply in respect of a particular issue of Notes if BPF can prove that the principal purpose
and effect of such issue of Notes were not that of allowing the payments of interest or other
revenues to be made in a Non-Cooperative State (the "Exception"). Pursuant to the French tax
administrative guidelines (BOI-INT-DG-20-50 n°550 and 960), BOI-RPPM-RCM-30-10-20-40
n°70 and BOI-IR-DOMIC-10-20-20-60 n°10) dated 11 February 2014 and (BOI-ANNX000364, n°20) dated 12 September 2012, an issue of Notes will be deemed not to have such a
purpose and effect, and accordingly will be able to benefit from the Exception if such Notes are:
(b)
(i)
offered by means of a public offer within the meaning of Article L.411-1 of the French
Monetary and Financial Code or pursuant to an equivalent offer in a State other than a
Non-Cooperative State. For this purpose, an "equivalent offer" means any offer
requiring the registration or submission of an offer document by or with a foreign
securities market authority; or
(ii)
admitted to trading on a regulated market or on a French or foreign multilateral
securities trading system provided that such market or system is not located in a NonCooperative State, and the operation of such market is carried out by a market operator
or an investment services provider, or by such other similar foreign entity, provided
further that such market operator, investment services provider or entity is not located
in a Non-Cooperative State; or
(iii)
admitted, at the time of their issue, to the clearing operations of a central depositary or
of a securities clearing and delivery and payments systems operator within the meaning
of Article L.561-2 of the French Monetary and Financial Code, or of one or more
similar foreign depositaries or operators provided that such depositary or operator is not
located in a Non-Cooperative State.
Payments of interest and other revenues on Notes that are issued by BPF after 1 March 2010 and
which are to be consolidated (assimilables for the purpose of French law) and form a single
series with Notes issued (or deemed issued) outside France as provided under Article 131 quater
of the French General Tax Code before 1 March 2010, will continue to be exempt from the
withholding tax set out under Article 125 A III of the French General Tax Code.
Notes issued by BPF before 1 March 2010, whether denominated in Euro or in any other
currency, and constituting obligations under French law, or titres de créances négociables within
the meaning of the French tax administrative guidelines (BOI-RPPM-RCM-30-10-30-30) dated
11 February 2014, or other debt securities issued under French or foreign law and considered by
the French tax authorities as falling into similar categories, are deemed to be issued outside the
Republic of France for the purpose of Article 131 quater of the French General Tax Code, in
accordance with the aforementioned administrative guidelines.
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In addition, interest and other revenues paid on Notes issued by BPF as from 1 March 2010 and
which are to be consolidated (assimilables for the purpose of French law) and form a single
series with Notes issued before 1 March 2010, will not be subject to the withholding tax set out
in Article 119 bis of the French General Tax Code solely on account of their being paid on a
bank account opened in a Non-Cooperative State or accrued or paid to persons established or
domiciled in a Non-Cooperative State.
(c)
Pursuant to Article 125 A of the French General Tax Code, subject to certain exceptions, interest
received by French tax resident individuals is subject to a 24 per cent. withholding tax, which is
deductible from their personal income tax liability in respect of the year in which the payment
has been made. Social contributions (CSG, CRDS and other related contributions) are also levied
by way of withholding tax at an aggregate rate of 15.5 per cent. on interest paid to French tax
resident individuals.
(d)
The Savings Directive has been implemented in French law under Article 242-ter of the French
General Tax Code and Articles 49 I-ter to 49 I-sexies of Schedule III to the French General Tax
Code, which imposes on paying agents based in France an obligation to report to the French tax
authorities certain information with respect to interest payments made to beneficial owners
domiciled in another Member State, including, among other things, the identity and address of
the beneficial owner and a detailed list of the different categories of interest paid to that
beneficial owner.
LUXEMBOURG
The comments below are intended as a basic summary of certain tax consequences in relation to the
purchase, ownership and disposition of the Notes under Luxembourg law. Persons who are in any doubt
as to their tax position should consult a professional tax adviser.
Please be aware that the residence concept used under the respective headings below applies for
Luxembourg income tax assessment purposes only. Any reference in the present section to a withholding
tax or a tax of a similar nature refers to Luxembourg tax law and/or concepts only.
A Noteholder may not become resident, or deemed to be resident, in Luxembourg by reason only of the
holding of the Notes, or the execution, performance, delivery and/or enforcement of the Notes.
Withholding tax
Under Luxembourg tax law currently in effect and with the possible exception of interest paid to
individual Noteholders or Noteholders that are Residual Entities (as described below), there is no
Luxembourg withholding tax on payments of interest (including accrued but unpaid interest). There is
also no Luxembourg withholding tax, with the possible exception of payments made to individual
Noteholders or Noteholders that are Residual Entities (as described below), upon repayment of principal
in case of reimbursement, redemption, repurchase or exchange of the Notes.
Luxembourg non-resident Noteholders
Under the Luxembourg laws dated 21 June 2005, as amended, (the "Laws") implementing the EU
Savings Directive and ratifying several agreements concluded between Luxembourg and certain
dependent or associated territories (the "Territories") of the European Union ("EU"), a Luxembourg
based paying agent (within the meaning of the Laws) is required to withhold tax on interest and other
similar income made or ascribed by it to (or under certain circumstances, to the benefit of) an individual
resident in another Member State or in certain EU dependent or associated territories, unless the
beneficiary of the interest payments elects for the procedure of exchange of information or the tax
certificate procedure. The same regime applies to payments of interest and other similar income made to
certain residual entities ("Residual Entities") in the sense of article 4.2. of the Savings Directive
established in a EU Member State or in certain EU dependent or associated territories (i.e., entities
without legal personality and whose profits are not taxed under the general arrangements for the business
taxation and which are not, or have not opted to be considered as, a UCITS recognised in accordance with
Council Directive 85/611/EEC as replaced by the European Council Directive 2009/65/EC or similar
collective investment funds located in the Territories).
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The current withholding tax rate is 35 per cent. Responsibility for the withholding of the tax will be
assumed by the Luxembourg paying agent. The withholding tax system will only apply during a
transitional period, the ending of which depends on the conclusion of certain agreements relating to
information exchange with certain third countries.
According to the Luxembourg law dated 25 November 2014, the Luxembourg government has abolished
the withholding tax system with effect from 1 January 2015 in favour of automatic information exchange
under the Savings Directive.
Luxembourg resident Noteholders
Under the Luxembourg law dated 23 December 2005 ("the Law") as amended, a 10 per cent. withholding
tax has been introduced, on interest payments made by Luxembourg paying agents (defined in the same
way as in the Savings Directive) to or for the benefit of Luxembourg individual residents or to certain
residual entities that secure interest payments on behalf of such individuals (unless such entities have
opted either to be treated as UCITS recognised in accordance with the European Council Directive
85/611/EEC as replaced by the European Council Directive 2009/65/EC or for the exchange of
information regime). Only interest accrued after 1 July 2005 falls within the scope of the withholding tax.
This withholding tax represents the final tax liability for the Luxembourg individual resident taxpayers
acting in the course of the management of their private wealth.
Pursuant to the Luxembourg law of 23 December 2005 as amended, Luxembourg resident individuals,
acting in the course of their private wealth, can opt to self-declare and pay a 10 per cent. tax on interest
payments made after 31 December 2007 by paying agents (defined in the same way as in the EU Savings
Directive) located in an EU Member State other than Luxembourg, a Member State of the European
Economic Area other than an EU Member State or in a State or territory which has concluded an
international agreement directly related to the Savings Directive. This self declared tax represents the
final tax liability for the Luxembourg individual resident taxpayers receiving the interest payment in the
course of their private wealth.
BELGIUM
The following summary describes the principal Belgian tax considerations with respect to the holding of
Notes obtained by an investor in Belgium.
This information is of a general nature and does not purport to be a comprehensive description of all
Belgian tax considerations that may be relevant to a decision to acquire, to hold or to dispose of the
Notes. In some cases, different rules can be applicable. Furthermore, the tax rules can be amended in the
future, possibly implemented with retroactive effect, and the interpretation of the tax rules may change.
This summary does not describe the tax consequences for a holder of Notes that are redeemable in
exchange for, or convertible into shares, of the exercise, settlement or redemption of such Notes.
Each prospective holder of Notes should consult a professional adviser with respect to the tax
consequences of an investment in the Notes, taking into account the influence of each regional, local or
national law.
Individuals resident in Belgium
Individuals who are Belgian residents for tax purposes, i.e. individuals subject to the Belgian individual
income tax ("Personenbelasting"/"Impôt des personnes physiques") and who hold the Notes as a private
investment, are subject to the following tax treatment in Belgium with respect to the Notes. Other tax
rules apply to Belgian resident individuals holding the Notes not as a private investment but in the
framework of their professional activity or when the transactions with respect to the Notes fall outside the
scope of the normal management of their own private estate.
Under Belgian tax law, "interest" income includes: (i) periodic interest income, (ii) any amount paid by
the Issuer in excess of the issue price (whether or not on the maturity date), and (iii) if the Notes qualify
as "fixed income securities" (in the meaning of article 2, §1, 8° Belgian Income Tax Code), in the case of
a realisation of the Notes between two interest payment dates, the interest accrued during the detention
period. In general, notes are qualified as fixed income security if there is a causal link between the
amount of interest income and the detention period of the notes, on the basis of which it is possible to
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calculate the amount of pro rata interest income at the moment of the sale of the notes during their
lifetime.
Payments of interest on the Notes made through a financial intermediary established in Belgium will in
principle be subject to a 25 per cent. withholding tax in Belgium (calculated on the interest received after
deduction of any non-Belgian withholding taxes). Belgian resident individuals do not have to declare the
interest in their personal income tax return, provided withholding tax has been levied on these interest
payments. They may nevertheless elect to declare interest in respect of the Notes in their personal income
tax return.
If the interest is paid outside Belgium without the intervention of a financial intermediary established in
Belgium, the interest received (after deduction of any non-Belgian withholding tax) must be declared in
the personal income tax return.
Interest income which is declared in the annual personal income tax return will in principle be taxed at the
lower of a flat rate of 25 per cent. or the progressive personal tax rate taking into account the taxpayer's
other declared income. If the interest payment is declared, any withholding tax levied in Belgium may be
credited and any excess may be refunded.
Capital gains realised upon disposal of the Notes are in principle tax exempt, unless the capital gains are
realised outside the scope of the management of one's private estate or unless the capital gains qualify as
interest (as defined above). Capital losses are in principle not tax deductible.
Belgian resident corporations
Corporations that are Belgian residents for tax purposes, i.e., corporations subject to Belgian Corporate
Income Tax ("Vennootschapsbelasting"/"Impôt des sociétés") are subject to the following tax treatment in
Belgium with respect to the Notes.
Interest derived by Belgian corporate investors on the Notes and capital gains realised on the Notes will
be subject to Belgian corporate income tax at the ordinary rate of 33.99 per cent. Capital losses on the
Notes are in principle tax deductible.
Payments of interest (as defined in the section "Individuals resident in Belgium") on the Notes made
through a financial intermediary established in Belgium will in principle be subject to a 25 per cent.
withholding tax in Belgium (calculated on the interest received after deduction of any non-Belgian
withholding taxes). However, the interest may be exempt from withholding tax under certain conditions
and provided a special certificate is delivered. The Belgian withholding tax that has been levied is
creditable and refundable in accordance with the applicable legal provisions.
Other Belgian legal entities
Legal entities that are Belgian residents for tax purposes, i.e. that are subject to Belgian tax on legal
entities ("Rechtspersonenbelasting"/"Impôt des personnes morales") are subject to the following tax
treatment in Belgium with respect to the Notes.
Payments of interest (as defined in the section "Individuals resident in Belgium") on the Notes made
through a financial intermediary established in Belgium will in principle be subject to a 25 per cent.
withholding tax in Belgium and no further tax on legal entities will be due on the interest.
However, if the interest is paid without the intervention of a financial intermediary established in
Belgium, the legal entity itself is liable for the payment of the Belgian 25 per cent. withholding tax.
Capital gains realised on the sale of the Notes are in principle tax exempt, unless the capital gain qualifies
as interest (as defined in the section "Individuals resident in Belgium"). Capital losses on the Notes are in
principle not tax deductible.
Organisation for Financing Pensions
Belgian pension fund entities that have the form of an Organisation for Financing Pensions ("OFP") are
subject to Belgian Corporate Income Tax ("Vennootschapsbelasting"/"Impôt des sociétés"). OFPs are
subject to the following tax treatment in Belgium with respect to the Notes.
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Interest derived on the Notes by OFPs and capital gains realised on the Notes will not be subject to
Belgian Corporate Income Tax. Any Belgian withholding tax that has been levied is creditable and
refundable in accordance with the applicable legal provisions.
Belgian non-residents
The interest income on the Notes paid to a Belgian non-resident without the intervention of a financial
intermediary established in Belgium, is not subject to Belgian withholding tax.
The interest income on the Notes paid through a professional intermediary in Belgium, in principle, will
be subject to a 25 per cent. withholding tax, unless the Noteholder is resident in a country with which
Belgium has concluded a double taxation agreement and delivers the required affidavit.
Non-resident Noteholders that have not allocated the Notes to business activities in Belgium can also
obtain an exemption of Belgian withholding tax on interest from the Notes if they are the owners or
usufructors of the Notes and they deliver an affidavit confirming that they have not allocated the Notes to
business activities in Belgium and that they are non-residents, provided that (i) the interest is paid through
certain regulated financial intermediaries established in Belgium (credit institution, stockbroker or
clearing or settlement institution) and that (ii) the Notes are not used by the Issuer for carrying on a
business in Belgium.
Non-resident Noteholders using the Notes to exercise a professional activity in Belgium through a
permanent establishment are subject to the same tax rules as the Belgian resident corporations (see
above). Non-resident Noteholders who do not allocate the Notes to a professional activity in Belgium are
not subject to Belgian income tax, save, as the case may be, in the form of withholding tax.
Tax on stock exchange transactions
A stock exchange tax ("Taxe sur les opérations de bourse", "Taks op de beursverrichtingen") will be
levied on the purchase and sale in Belgium of the Notes on a secondary market through a professional
intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional
intermediary is 0.09 per cent. with a maximum amount of EUR 650 per transaction and per party. The tax
is due separately from each party to any such transaction, i.e., the seller (transferor) and the purchaser
(transferee), both collected by the professional intermediary.
However, the tax will not be payable by exempt persons acting for their own account, including investors
who are Belgian non-residents provided they deliver an affidavit to the financial intermediary in Belgium
confirming their non-resident status and certain Belgian institutional investors, as defined in Article
126/1, 2° of the Code of various duties and taxes ("Code des droits et taxes divers", "Wetboek diverse
rechten en taksen").
EU Savings Directive
The Savings Directive has been implemented in Belgium by the law of 17 May 2004. The Savings
Directive entered into force on 1 July 2005.
Individuals not resident in Belgium
Interest paid or collected through Belgium on the Notes and falling under the scope of application of the
Savings Directive has been subject to the Disclosure of Information Method as from 1 January 2010.
Individuals resident in Belgium
Individuals resident in Belgium will be subject to the provisions of the Savings Directive, if they receive
interest payments from a paying agent (within the meaning of the Savings Directive) established in
another EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, the Curaçao,
Bonaire, Saba, Sint- Maarten and Sint-Eustatius (former the Netherlands Antilles), Aruba, Guernsey,
Jersey, the Isle of Man, Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks
and Caicos Islands.
If the interest received by an individual resident in Belgium has been subject to a withholding pursuant to
the Savings Directive ("Source Tax"), such Source Tax does not liberate the Belgian individual from
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declaring the interest income in the personal income tax declaration. The Source Tax will be credited
against the personal income tax. If the Source Tax withheld exceeds the personal income tax due, the
excessive amount will be refunded, provided it reaches a minimum of €2.5.
THE REPUBLIC OF IRELAND
The following is a summary based on the laws and practices currently in force in Ireland of certain
matters regarding the tax position of investors who are the absolute beneficial owners of their Notes.
Particular rules not discussed below may apply to certain classes of taxpayers holding Notes including
dealers in securities and trusts. The summary does not constitute tax or legal advice and does not
discuss all aspects of Irish taxation that may be relevant to any particular holder of Notes and should
be treated with appropriate caution. Prospective investors in the Notes should consult their
professional advisers on the tax implications of the purchase, holding, redemption or sale of the Notes
and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile.
Withholding Tax
Tax at the standard rate of Irish income tax (currently 20 per cent.) is required to be withheld from
payments of Irish source interest. Under general Irish tax law, the Issuer will not be obliged to withhold
tax from payments of principal. In addition, payments of premium or interest (if any, or to the extent a
payment may be so characterised for taxation purposes) paid on the Notes may be made without
deduction or withholding on account of Irish tax so long as such payments do not constitute Irish source
income. Interest (if any) and premium paid on the Notes may be treated as having an Irish source if:
(i)
the Issuer is resident in Ireland for tax purposes; or
(ii)
the Issuer is not resident in Ireland for tax purposes but the register for the Notes is maintained in
Ireland or if the Notes are in bearer form the Notes are physically held in Ireland; or
(iii)
the Issuer has a branch or permanent establishment in Ireland, the assets of income of which are
used to fund payments on the Notes.
It is anticipated that (i) the Issuer is not and will not be resident in Ireland for tax purposes; (ii) the Issuer
does not and will not have a branch or permanent establishment in Ireland; (iii) payments under the Notes
will not be derived from Irish sources or assets; and (iv) the Notes will either be in bearer form and will
not be physically located in Ireland or that the Issuer will not maintain a register of any registered Notes
in Ireland.
Taxation of Receipts
Notwithstanding that a holder of Notes may receive payments of interest or premium on the Notes free of
Irish withholding tax, the holder of Notes may still be liable to pay Irish income or corporation tax (and in
the case of individuals, the universal social charge) on such premium or interest if (i) such interest has an
Irish source, (ii) the holder of Notes is resident or (in the case of a person other than a body corporate)
ordinarily resident in Ireland for tax purposes (in which case there would also be a social insurance
(PRSI) liability for an individual in receipt of premium or interest on the Notes), or (iii) the Notes are
attributed to a branch or agency of the holder of Notes in Ireland. Ireland operates a self-assessment
system in respect of income and corporation tax, and each person must assess its own liability to Irish tax.
Relief from Irish income tax may also be available under the specific provisions of a double taxation
agreement between Ireland and the country of residence of the recipient.
Encashment Tax
In certain circumstances, Irish tax will be required to be withheld at the standard rate of income tax
(currently 20 per cent.) from interest or other income paid on Notes issued by a company not resident in
Ireland, where such amount is collected or realised by a bank or encashment agent in Ireland on behalf of
any holder of Notes who is Irish resident.
Encashment tax does not apply where the holder of Notes is not resident in Ireland and has made a
declaration in the prescribed form to the encashment agent or bank.
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Capital Gains Tax
A holder of Notes will be subject to Irish tax on capital gains on a disposal of Notes unless (a) such holder
is: (i) neither resident nor ordinarily resident in Ireland; and (ii) does not carry on a trade or business in
Ireland through a permanent establishment, branch or agency in respect of which the Notes are or were
held; and (b) the Notes do not derive the greater part of their value directly or indirectly from Irish land or
minerals.
Capital Acquisitions Tax
A gift or inheritance comprising of Notes will be within the charge to capital acquisitions tax (which
subject to available exemptions and reliefs is currently levied at 33 per cent.) if either: (i) the disponer or
the donee/successor in relation to the gift or inheritance is resident or ordinarily resident in Ireland; or (ii)
if the Notes are regarded as property situate in Ireland. A foreign domiciled individual will not be
regarded as being resident or ordinarily resident in Ireland at the date of the gift or inheritance unless that
individual: (i) has been resident in Ireland for the five consecutive tax years preceding that date; and (ii) is
either resident or ordinarily resident in Ireland on that date.
Notes in bearer form are generally regarded as situated where they are physically located at any particular
time. Notes in registered form are property situate in Ireland if the register is in Ireland. The Notes may,
however, be regarded as situated in Ireland regardless of their physical location if they secure a debt due
by an Irish resident debtor and/or are secured over Irish property. Accordingly, if such Notes are
comprised in a gift or inheritance, the gift or inheritance may be within the charge to tax regardless of the
residence status of the disponer or the donee/successor.
Stamp duty
As the Issuer is not registered in Ireland, stamp duty will not arise on a document effecting a transfer of
the Notes so long as the relevant instrument of transfer:
(a)
does not relate to any immoveable property in Ireland or any right over or interest in such
property; or
(b)
does not relate to stocks or marketable securities of a company registered in Ireland.
EU Savings Directive
Ireland has implemented the EC Council Directive 2003/48/EC on the taxation of savings income into
national law. Accordingly, any Irish paying agent making an interest payment on behalf of the Issuer to
an individual or certain residual entities resident in another Member State of the European Union or
certain associated and dependent territories of a Member State will have to provide details of the payment
and certain details relating to the holder of Notes (including the holder’s name and address) to the Irish
Revenue Commissioners who in turn are obliged to provide such information to the competent authorities
of the state or territory of residence of the individual or residual entity concerned.
UNITED KINGDOM
The comments below apply only to persons who are beneficial owners of the Notes and are of a general
nature based on current United Kingdom law as applied in England and Wales and published HM
Revenue & Customs practice (which may not be binding on HM Revenue & Customs) at the date of this
Base Prospectus (both of which are subject to change at any time, possibly with retrospective effect) and
are not intended to be exhaustive. Some aspects do not apply to certain classes of persons (such as
dealers) to whom special rules may apply. They assume that the Issuer is not resident in the United
Kingdom and that the Issuer does not act through a permanent establishment in the United Kingdom in
relation to the Notes. The United Kingdom tax treatment of prospective Noteholders depends on their
individual circumstances and may be subject to changes in the future. Any Noteholders who are in doubt
as to their own tax position should consult their professional advisers.
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Interest on the Notes
On the basis that interest on the Notes is not expected to have a United Kingdom source, payments of
interest by the Issuer may be made without withholding or deduction for or on account of United
Kingdom income tax.
HM Revenues & Customs have powers to obtain information, including in relation to interest or
payments treated as interest and payments derived from securities. This may include details of the
beneficial owners of the Notes (or the persons for whom the Notes are held), details of the persons to
whom payments derived from the Notes are or may be paid and information in connection with
transactions relating to the Notes. Information obtained by HM Revenues & Customs may be provided to
tax authorities in other countries.
THE NETHERLANDS
The comments below are intended as a general summary of certain material Netherlands tax
consequences as in effect on the date hereof in connection with the acquisition, ownership or transfer of
the Notes. All references in this summary to the Netherlands and Netherlands law are to the European part
of the Kingdom of the Netherlands and its law, respectively, only. Prospective holders of Notes should
consult their own tax advisors as to the Netherlands or other tax consequences of the acquisition,
ownership and transfer of Notes, including, in particular, the application of their particular situations of
the tax considerations discussed below.
The summary does not purport to be a comprehensive description of all the Netherlands tax
considerations that may be relevant for a particular holder of Notes. In particular this summary does not
describe the tax treatment in respect of any holder, who holds, directly or indirectly, a substantial interest
(aanmerkelijk belang), or a deemed substantial interest (as defined in chapter 4 of the Wet
inkomstenbelasting 2001).
Withholding tax
Where the Issuer is not a tax resident in the Netherlands all payments made by the Issuer of interest and
principal under the Notes can be made free of withholding or deduction of any taxes of whatsoever nature
imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority
thereof or therein.
Taxes on Income and Capital Gains
General
The description of taxation set forth in this section of this Prospectus is not intended for any holder of
Notes, who:
•
is an individual and for whom the income or capital gains derived from the Notes are attributable
to employment activities the income from which is taxable in the Netherlands;
•
is an entity that is a resident or deemed to be a resident of the Netherlands and that is, in whole
or in part, not subject to or exempt from Netherlands corporate income tax; or
•
is a fiscal investment institution (fiscale beleggingsinstelling) or an exempt investment
institution (vrijgestelde beleggingsinstelling) as meant in Articles 6a and 28 of the Wet op de
vennootschapsbelasting 1969.
Residents of the Netherlands
An individual who is resident or deemed to be resident in the Netherlands, or who opts to be taxed as a
resident of the Netherlands for purposes of Netherlands taxation (a "Dutch Resident Individual") and
who holds Notes is subject to Netherlands income tax on income and/or capital gains derived from the
Notes at progressive rates (up to 52 per cent.; rate for 2014) if:
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(i)
the holder derives profits from an enterprise or deemed enterprise, whether as an entrepreneur
(ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as an
entrepreneur or a shareholder), to which enterprise the Notes are attributable; or
(ii)
the holder derives income or capital gains from the Notes that are taxable as benefits from
"miscellaneous activities" (resultaat uit overige werkzaamheden, as defined in the Wet inkomstenbelasting
2001), which include the performance of activities with respect to the Notes that exceed regular, active
portfolio management.
If conditions (i) and (ii) mentioned above do not apply, any holder of Notes who is a Dutch Resident
Individual will be subject to Netherlands income tax on a deemed return of 4 per cent. (2014) of the
individual’s yield basis (rendementsgrondslag) insofar as this exceeds a certain threshold, regardless of
the actual income and/or capital gains derived from the Notes. The individual’s yield basis is determined
as the fair market value of certain qualifying assets (including, as the case may be, the Notes) held by the
Dutch Resident Individual less the fair market value of certain qualifying liabilities, both determined on 1
January of the relevant year. The deemed return of 4 per cent. will be taxed at a rate of 30 per cent. (rate
for 2014).
An entity that is resident or deemed to be resident in the Netherlands (a "Dutch Resident Entity") will
generally be subject to Netherlands corporate income tax with respect to income and capital gains derived
from the Notes. The Netherlands corporate income tax rate for 2014 is 20 per cent. for the first €200,000
of the taxable amount, and 25 per cent. for the excess of the taxable amount over €200,000.
Non-Residents of the Netherlands
A holder of Notes who is neither a Dutch Resident Individual nor Dutch Resident Entity (a "Non-Dutch
Resident") is generally not subject to Netherlands income or corporate income tax on income and capital
gains derived from the Notes, provided that:
(i)
such Non-Dutch Resident does not derive profits from an enterprise or deemed enterprise,
whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such
enterprise (other than as an entrepreneur or a shareholder) which enterprise is, in whole or in part, carried
on through a permanent establishment or a permanent representative in The Netherlands and to which
enterprise or part of an enterprise, as the case may be, the Notes are attributable or deemed attributable;
(ii)
in the case of a Non-Dutch Resident who is an individual, such individual does not derive
income or capital gains from the Notes that are taxable as benefits from "miscellaneous activities"
performed or deemed to be performed in the Netherlands (resultaat uit overige werkzaamheden in
Nederland, as defined the Wet inkomstenbelasting 2001), which include the performance of activities with
respect to the Notes that exceed regular, active portfolio management;
(iii)
in the case of a Non-Dutch Resident who is not an individual such Non-Dutch Resident is
neither entitled to a share in the profits of an enterprise effectively managed in the Netherlands nor coentitled to the net worth of such enterprise, other than by way of the holding of securities, to which
enterprise the Notes or payments in respect of the Notes are attributable; and
(iv)
in the case of a Non-Dutch Resident who is an individual, such individual is not entitled to a
share in the profits of an enterprise effectively managed in the Netherlands, other than by way of the
holding of securities or through an employment contract, to which enterprise the Notes or payments in
respect of the Notes are attributable.
Gift or Inheritance Taxes
No Netherlands gift or inheritance taxes will be levied on the transfer of Notes by way of gift by, or on
the death of, a holder of Notes, who is neither a resident nor deemed to be a resident of the Netherlands
for the purpose of the relevant provisions, unless:
(i)
the transfer is construed as an inheritance or bequest or as a gift made by or on behalf of a person
who, at the time of the gift or death, is or is deemed to be a resident of the Netherlands for the purpose of
the relevant provisions; or
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(ii)
such holder dies while being a resident or deemed resident of the Netherlands within 180
calendar days after the date of a gift of the Notes.
For purposes of Netherlands gift and inheritance tax, an individual who is of Netherlands nationality will
be deemed to be a resident of the Netherlands if he has been a resident in the Netherlands at any time
during the ten years preceding the date of the gift or his death.
For purposes of Netherlands gift tax, an individual will, irrespective of his nationality, be deemed to be
resident of the Netherlands if he has been a resident of the Netherlands at any time during the twelve
months preceding the date of the gift.
FEDERAL REPUBLIC OF GERMANY
The following summary does not consider all aspects of income taxation in the Federal Republic of
Germany ("Germany") that may be relevant to a holder of the Notes in the light of the holder's particular
circumstances and income tax situation. The summary applies to investors holding the Notes as private
investment assets (except where explicitly stated otherwise) and is not intended to be, nor should it be
construed to be, legal or tax advice. This discussion is based on German tax laws and regulations, all as
currently in effect (except where explicitly stated otherwise) and all subject to change at any time,
possibly with retroactive effect. Prospective holders should consult their own tax advisers as to the
particular tax consequences to them of subscribing, purchasing, holding and disposing of the Notes,
including the application and effect of state, local, foreign and other tax laws and the possible
effects of changes in the tax laws of Germany.
German resident noteholders
Interest income
If the Notes are held as private assets (Privatvermögen) by an individual investor whose residence or
habitual abode is in Germany, payments of interest under the Notes are taxed as investment income
(Einkünfte aus Kapitalvermögen) at a 25 per cent. flat tax (plus a 5.5 per cent. solidarity surcharge
thereon and, if applicable to the individual investor, church tax).
The flat tax is generally collected by way of withholding (see succeeding paragraph – "Withholding tax")
and the tax withheld shall generally satisfy the individual investor's tax liability with respect to the Notes.
If, however, no or insufficient tax was withheld the investor will have to include the income received with
respect to the Notes in its income tax return and the flat tax will then be collected by way of tax
assessment. The investor may also opt for inclusion of investment income in its income tax return if the
aggregated amount of tax withheld on investment income during the year exceeded the investor's
aggregated flat tax liability on investment income (e.g., because of an available loss carry forward or a
foreign tax credit). If the investor's total income tax liability on all taxable income including the
investment income determined by generally applicable graduated income tax rates is lower than 25 per
cent. the investor may opt to be taxed at graduated rates with respect to its investment income.
Individual investors are entitled to a tax allowance (Sparer-Pauschbetrag) for investment income of Euro
801 per year (Euro 1,602 for married couples filing their tax return jointly). The tax allowance is taken
into account for purposes of the withholding tax (see succeeding paragraph – "Withholding tax") if the
investor files a withholding tax exemption request (Freistellungsauftrag) with the respective bank or
financial institution where the securities deposit account to which the Notes are allocated is held. The
deduction of related expenses for tax purposes is not possible. No withholding tax will be deducted if the
holder of the Notes has submitted to the Domestic Paying Agent (for the definition of "Domestic Paying
Agent" see succeeding paragraph – "Withholding tax") a certificate of non-assessment
(Nichtveranlagungsbescheinigung) issued by the competent local tax office.
If the Notes are held as business assets (Betriebsvermögen) by an individual or corporate investor who is
tax resident in Germany (i.e., a corporation with its statutory seat or place of management in Germany),
interest income from the Notes is subject to personal income tax at graduated rates or corporate income
tax (each plus solidarity surcharge thereon) and trade tax. Where Notes qualify as zero bonds each year
the part of the difference between the issue or purchase price and the redemption amount attributable to
such year must be taken into account. The trade tax liability depends on the applicable trade tax factor of
the relevant municipality where the business is located. In the case of individual investors the trade tax
may, however, be partially or fully creditable against the investor's personal income tax liability
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depending on the applicable trade tax factor and the investor's particular circumstances. The interest
income will have to be included in the investor's personal or corporate income tax return. Any German
withholding tax (including surcharges) is generally fully creditable against the investor's personal or
corporate income tax liability or refundable, as the case may be.
Withholding tax
If the Notes are kept or administered in a domestic securities deposit account by a German credit or
financial services institution (or by a German branch of a foreign credit or financial services institution),
or by a German securities trading firm (Wertpapierhandelsunternehmen) or a German securities trading
bank (Wertpapierhandelsbank) (altogether the "Domestic Paying Agent") which pays or credits the
interest, a 25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, resulting in a
total withholding tax charge of 26.375 per cent., is generally levied on the interest payments. For German
credit institutions an electronic information system as regards church withholding tax shall apply in
respect of interest received after 31 December 2014, with the effect that church tax will be collected by
the Domestic Paying Agent by way of withholding unless the investor has filed a blocking notice
(Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern), in which
case the obligation to include the investment income in the tax return for church tax purposes will persist.
The applicable withholding rate is in excess of the aforementioned rate if church tax is collected for the
individual investor.
If Notes are not kept in a custodial account with a Domestic Paying Agent, the withholding tax will apply
on interest paid by a Domestic Paying Agent upon presentation of a coupon (whether or not presented
with the relevant Note to which it appertains) to a holder of such coupon (other than a non-German bank
or financial services institution) (over-the-counter transaction), if any. In this case proceeds from the sale,
assignment or redemption of the relevant Notes will also be subject to the withholding of the flat tax.
For further details with respect to the withholding tax (e.g., with respect to the credit of foreign
withholding taxes) see also below "Capital gains from disposal or redemption of the Notes – Withholding
tax".
Capital gains from disposal or redemption of the Notes
Subject to the tax allowance for investment income described under Interest income above capital gains
from the sale or redemption of the Notes held as private assets, including interest having accrued up to the
disposition of the Notes and credited separately (Stückzinsen), are taxed at the 25 per cent. flat tax (plus a
5.5 per cent. solidarity surcharge thereon and, if applicable to the individual investor, church tax). The
capital gain is generally determined as the difference between the proceeds from the sale or redemption of
the Notes and the acquisition costs.
Expenses directly related to the sale or redemption are taken into account. Otherwise, the deduction of
related expenses for tax purposes is not possible.
Where the Notes are acquired and/or sold in a currency other than Euro, the acquisition costs and the
proceeds from the sale or redemption are computed in Euro, each at the time of the acquisition, sale or
redemption, respectively.
Capital losses from the Notes held as private assets are tax-recognised irrespective of the holding period
of the Notes. The losses may, however, not be used to offset other income like employment or business
income but may only be offset against investment income subject to certain limitations. Losses not
utilised in one year may be carried forward into subsequent years but may not be carried back into
preceding years. In case the terms and conditions of certain types of Notes, provide for a risk that no repayment of principal is made upon maturity or redemption date, it cannot be excluded that capital losses
will not be recognised by the German tax authorities. Further, the German Federal Ministry of Finance in
its decree dated 9 October 2012 (IV C 1 – S 2252/10/10013) has taken the controversial position that a
bad debt loss (Forderungsausfall) and a waiver of a receivable (Forderungsverzicht) shall, in general, not
be treated as a sale, so that losses suffered upon such bad debt loss or waiver shall not be deductible for
tax purposes. Furthermore, according to the decree dated 9 October 2012 the German Federal Ministry of
Finance holds the view that a disposal (Veräußerung) (and, as a consequence, a tax loss resulting from
such disposal) shall not be recognized if the sales price does not exceed the actual transaction cost.
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The flat tax is generally collected by way of withholding (see succeeding paragraph – "Withholding tax")
and the tax withheld shall generally satisfy the individual investor's tax liability with respect to the Notes.
With respect to the return filing investors are referred to the description under "Interest income" above.
If the Notes are held as business assets by an individual or corporate investor that is tax resident in
Germany, capital gains from the Notes are subject to personal income tax at graduated rates or corporate
income tax (plus solidarity surcharge thereon) and trade tax. The trade tax liability depends on the
applicable trade tax factor of the relevant municipality where the business is located. In the case of an
individual investor the trade tax may, however, be partially or fully creditable against the investor's
personal income tax liability depending on the applicable trade tax factor and the investor's particular
circumstances. The capital gains or losses will have to be included in the investor's personal or corporate
income tax return. It cannot be excluded that certain Notes may be classified as forward transaction
(Termingeschäft) for tax purposes. In this case the losses from the Notes could only be offset against gains
from other forward trans-actions (ring-fencing of losses). Any German withholding tax (including
surcharges) is generally fully creditable against the investor's personal or corporate income tax liability or
refundable, as the case may be.
Withholding tax
If the Notes are kept or administered by a Domestic Paying Agent from the time of their acquisition, a 25
per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, is levied on the capital gains,
resulting in a total withholding tax charge of 26.375 per cent. If the Notes were sold or redeemed after
being transferred to another securities deposit account, the 25 per cent. withholding tax (plus solidarity
surcharge thereon) would be levied on 30 per cent. of the proceeds from the sale or the redemption, as the
case may be, unless the investor or the previous account bank was able and allowed to provide evidence
for the investor's actual acquisition costs to the new Domestic Paying Agent. If the previous account bank
from which the Notes were transferred was a Domestic Paying Agent it would be required to remit the
acquisition costs to a new Domestic Paying Agent. The applicable withholding rate is in excess of the
aforementioned rate if church tax is collected for the individual investor.
In addition, subject to certain requirements and restrictions the Domestic Paying Agent may credit foreign
withholding taxes levied on investment income in a given year regarding securities held by the investor in
the deposit account with the Domestic Paying Agent.
No withholding tax is generally required on capital gains derived by German resident corporate
noteholders and upon application by individual noteholders holding the Notes as business assets.
Non-German resident noteholders
Income derived from the Notes by holders who are not tax resident in Germany is in general exempt from
German income taxation, and no withholding tax shall be withheld, unless (i) the Notes are held as
business assets of a German permanent establishment of the investor or by a permanent German
representative of the investor, (ii) the interest income otherwise constitutes German-source income or (iii)
the Notes are presented for payment or credit at the offices of a German credit or financial services
institution including a German branch of a foreign credit or financial services institution (over-the-counter
transaction).
If the income derived from the Notes is subject to German taxation according to (i), (ii) or (iii) above, the
income is subject to withholding tax similar to that described above under the paragraphs "Withholding
tax". Under certain circumstances, foreign investors may benefit from tax reductions or tax exemptions
under applicable double tax treaties (Doppelbesteuerungsabkommen) entered into with Germany.
Inheritance tax/gift tax
The transfer of Notes to another person by way of gift or inheritance is subject to German gift or
inheritance tax, respectively, if
(i)
the testator, the donor, the heir, the donee or any other acquirer had his residence, habitual abode
or, in the case of a corporation, association (Personenvereinigung) or estate (Vermögensmasse), had its
seat or place of management in Germany at the time of the transfer of property,
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(ii)
except as provided under (i), the testator's or donor's Notes belong to a business asset attributable
to a permanent establishment or a permanent representative in Germany.
Special regulations apply to certain German expatriates.
Investors are urged to consult with their tax advisor to determine the particular inheritance or gift tax
consequences in light of their particular circumstances.
Other taxes
The purchase, sale or other disposal of Notes does not give rise to capital transfer tax, value added tax,
stamp duties or similar taxes or charges in Germany. However, under certain circumstances entrepreneurs
may choose liability to value added tax with regard to the sales of Notes which would otherwise be tax
exempt. Net wealth tax (Vermögensteuer) is, at present, not levied in Germany. It is intended to introduce
a financial transaction tax. However, it is unclear if, when and in what form such tax will be actually
introduced.
Savings Directive
Germany has implemented the Savings Directive (for further details see above "European Union") into
national legislation by means of an Interest Information Regulation (Zinsinformationsverordnung, ZIV) in
2004. Starting on 1 July 2005, Germany has therefore begun to communicate all payments of interest on
the Notes and similar income with respect to the Notes to the beneficial owner's Member State of
residence if the Notes have been kept in a custodial account with a Domestic Paying Agent.
AUSTRIA
This section on taxation contains a brief summary of the Issuer's understanding with regard to certain
important principles which are of significance in connection with the purchase, holding or sale of the
Notes in the Republic of Austria. This summary does not purport to exhaustively describe all possible tax
aspects and does not deal with specific situations which may be of relevance for certain potential
investors. The following comments are rather of a general nature and included herein solely for
information purposes. They are not intended to be, nor should they be construed to be, legal or tax advice.
This summary is based on the currently applicable tax legislation, case law and regulations of the tax
authorities, as well as their respective interpretation, all of which may be amended from time to time.
Such amendments may possibly also be effected with retroactive effect and may negatively impact on the
tax consequences described. It is recommended that potential investors in the Notes consult with their
legal and tax advisors as to the tax consequences of the purchase, holding or sale of the Notes. Tax risks
resulting from the Notes shall in any case be borne by the investor. For the purposes of the following it is
assumed that the Notes are legally and factually offered to an indefinite number of persons.
General remarks
Individuals having a permanent domicile (Wohnsitz) and/or their habitual abode (gewöhnlicher Aufenthalt)
in Austria are subject to income tax (Einkommensteuer) in Austria on their worldwide income (unlimited
income tax liability; unbeschränkte Einkommensteuerpflicht). Individuals having neither a permanent
domicile nor their habitual abode in Austria are subject to income tax only on income from certain
Austrian sources (limited income tax liability; beschränkte Einkommensteuerpflicht).
Corporations having their place of effective management (Ort der Geschäftsleitung) and/or their legal
seat (Sitz) in Austria are subject to corporate income tax (Körperschaftsteuer) in Austria on their
worldwide income (unlimited corporate income tax liability; unbeschränkte Körperschaftsteuerpflicht).
Corporations having neither their place of effective management nor their legal seat in Austria are subject
to corporate income tax only on income from certain Austrian sources (limited corporate income tax
liability; beschränkte Körperschaftsteuerpflicht).
Both in case of unlimited and limited (corporate) income tax liability Austria's right to tax may be
restricted by double taxation treaties.
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Income taxation of the Notes
Pursuant to sec. 27(1) of the Austrian Income Tax Act (Einkommensteuergesetz), the term investment
income (Einkünfte aus Kapitalvermögen) comprises:
•
income from the letting of capital (Einkünfte aus der Überlassung von Kapital) pursuant to
sec. 27(2) of the Austrian Income Tax Act, including dividends and interest;
•
income from realised increases in value (Einkünfte aus realisierten Wertsteigerungen) pursuant
to sec. 27(3) of the Austrian Income Tax Act, including gains from the alienation, redemption
and other realisation of assets that lead to income from the letting of capital, zero coupon bonds
and broken-period interest; and
•
income from derivatives (Einkünfte aus Derivaten) pursuant to sec. 27(4) of the Austrian Income
Tax Act, including cash settlements, option premiums received and income from the sale or
other realisation of forward contracts like options, futures and swaps and other derivatives such
as index certificates.
Also the withdrawal of the Notes from a bank deposit (Depotentnahme) and circumstances leading to a
loss of Austria's taxation right regarding the Notes vis-à-vis other countries, e.g. a relocation from Austria
(Wegzug), are in general deemed to constitute a sale (cf. sec. 27(6)(1) of the Austrian Income Tax Act).
Individuals subject to unlimited income tax liability in Austria holding the Notes as non-business assets
are subject to income tax on all resulting investment income pursuant to sec. 27(1) of the Austrian Income
Tax Act. In case of investment income with an Austrian nexus (inländische Einkünfte aus
Kapitalvermögen), basically meaning income paid by an Austrian paying agent (auszahlende Stelle) or an
Austrian custodian agent (depotführende Stelle), the income is subject to withholding tax
(Kapitalertragsteuer) of 25 per cent.; no additional income tax is levied over and above the amount of tax
withheld (final taxation pursuant to sec. 97(1) of the Austrian Income Tax Act). In case of investment
income without an Austrian nexus, the income must be included in the investor's income tax return and is
subject to a tax at a flat rate of 25 per cent. In both cases upon application the option exists to tax all
income subject to tax at the flat rate of 25 per cent. at the lower progressive income tax rate (option to
regular taxation pursuant to sec. 27a(5) of the Austrian Income Tax Act). Sec. 27(8) of the Austrian
Income Tax Act, inter alia, provides for the following restrictions on the offsetting of losses: negative
income from realised increases in value and from derivatives may be neither offset against interest and
other claims vis-à-vis credit institutions nor against income from private law foundations and comparable
legal estates (privatrechtliche Stiftungen und damit vergleichbare Vermögensmassen); income subject to
tax at a flat rate of 25 per cent. may not be offset against income subject to the progressive income tax
rate (this equally applies in case of an exercise of the option to regular taxation); negative investment
income not already offset against positive investment income may not be offset against other types of
income.
Individuals subject to unlimited income tax liability in Austria holding the Notes as business assets are
subject to income tax on all resulting investment income pursuant to sec. 27(1) of the Austrian Income
Tax Act. In case of investment income with an Austrian nexus (as described above) the income is subject
to withholding tax of 25 per cent. While withholding tax has the effect of final taxation for income from
the letting of capital, income from realised increases in value and income from derivatives must be
included in the investor's income tax return (nevertheless tax at a flat rate of 25 per cent.). In case of
investment income without an Austrian nexus, the income must always be included in the investor's
income tax return (generally tax at a flat rate of 25 per cent.). In both cases upon application the option
exists to tax all income subject to tax at the flat rate of 25 per cent. at the lower progressive income tax
rate (option to regular taxation pursuant to sec. 27a(5) of the Austrian Income Tax Act). Pursuant to sec.
6(2)(c) of the Austrian Income Tax Act, depreciations to the lower fair market value and losses from the
alienation, redemption and other realisation of financial assets and derivatives in the sense of sec. 27(3)
and (4) of the Austrian Income Tax Act, which are subject to tax at the flat rate of 25 per cent., are
primarily to be offset against income from realised increases in value of such financial assets and
derivatives and with appreciations in value of such assets; only half of the remaining negative difference
may be offset against other types of income (and carried forward).
Corporations subject to unlimited corporate income tax liability in Austria are subject to corporate income
tax on interest from the Notes at a rate of 25 per cent. In case of investment income with an Austrian
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nexus (as described above) the income is subject to withholding tax of 25 per cent., which can be credited
against the corporate income tax liability. However, under the conditions set forth in sec. 94(5) of the
Austrian Income Tax Act withholding tax is not levied in the first place. Income from the alienation of the
Notes is subject to corporate income tax of 25 per cent. Losses from the alienation of the Notes can be
offset against other income (and carried forward).
Private foundations (Privatstiftungen) pursuant to the Austrian Private Foundations Act
(Privatstiftungsgesetz) fulfilling the prerequisites contained in sec. 13(3) and (6) of the Austrian
Corporate Income Tax Act (Körperschaftsteuergesetz) and holding the Notes as non-business assets are
subject to interim taxation at a rate of 25 per cent. on interest income, income from realised increases in
value and income from derivatives (inter alia, if the latter are in the form of securities). Interim tax does
not fall due insofar as distributions subject to withholding tax are made to beneficiaries in the same tax
period. In case of investment income with an Austrian nexus (as described above) income is in general
subject to withholding tax of 25 per cent., which can be credited against the tax falling due. Under the
conditions set forth in sec. 94(12) of the Austrian Income Tax Act withholding tax is not levied.
Individuals and corporations subject to limited (corporate) income tax liability in Austria are taxable on
investment income from the Notes if they have a permanent establishment (Betriebsstätte) in Austria and
the Notes are attributable to such permanent establishment (cf. sec. 98(1)(3) of the Austrian Income Tax
Act, sec. 21(1)(1) of the Austrian Corporate Income Tax Act). As of 1 January 2015 they will also be
taxable on interest in the sense of the Austrian EU Withholding Tax Act (EU-Quellensteuergesetz, see
below) from the Notes if withholding tax is levied on such interest (this does not apply to individuals
falling within the scope of the Austrian EU Withholding Tax Act; cf. sec. 98(1)(5)(b) of the Austrian
Income Tax Act, sec. 21(1)(1) of the Austrian Corporate Income Tax Act).
Pursuant to sec. 93(6) of the Austrian Income Tax Act, the Austrian custodian agent is obliged to
automatically offset negative investment income against positive investment income, taking into account
all of a taxpayer's bank deposits with the custodian agent. If negative and at the same time or later
positive income is earned, then the negative income is to be offset against the positive income. If positive
and later negative income is earned, then withholding tax on the positive income is to be credited, with
such tax credit being limited to 25 per cent. of the negative income. In certain cases, the offsetting is not
permissible. The custodian agent has to issue a written confirmation on the offsetting of losses for each
bank deposit to the taxpayer.
EU withholding tax
Sec. 1 of the Austrian EU Withholding Tax Act – implementing Council Directive 2003/48/EC of 3 June
2003 on taxation of savings income in the form of interest payments – provides that interest payments
paid or credited by an Austrian paying agent (Zahlstelle) to a beneficial owner who is an individual
resident in another EU member state (or in certain dependent or associated territories, which currently
include Anguilla, Aruba, the British Virgin Islands, Curaçao, Guernsey, the Isle of Man, Jersey,
Montserrat, Sint Maarten and the Turks and Caicos Islands) are subject to EU withholding tax (EUQuellensteuer) of 35 per cent. Sec. 10 of the Austrian EU Withholding Tax Act provides for an
exemption from EU withholding tax if the beneficial owner presents to the paying agent a certificate
drawn up in his/her name by the competent authority of his/her member state of residence for tax
purposes, indicating the name, address and tax or other identification number or, failing such, the date and
place of birth of the beneficial owner, the name and address of the paying agent, and the account number
of the beneficial owner or, where there is none, the identification of the security; such certificate shall be
valid for a period not exceeding three years. It is expected that changes to the EU Withholding Tax Act –
implementing Council Directive 2014/48/EU of 24 March 2014 amending Directive 2003/48/EC on
taxation of savings income in the form of interest payments – will enter into effect by 1 January 2017.
Tax treaties Austria/Switzerland and Austria/Liechtenstein
The Treaty between the Republic of Austria and the Swiss Confederation on Cooperation in the Areas of
Taxation and Capital Markets and the Treaty between the Republic of Austria and the Principality of
Liechtenstein on Cooperation in the Area of Taxation provide that a Swiss, respectively Liechtenstein,
paying agent has to withhold a tax amounting to 25 per cent. on, inter alia, interest income, dividends and
capital gains from assets booked with an account or deposit of such Swiss, respectively Liechtenstein,
paying agent if the relevant holder of such assets (i.e. in general individuals on their own behalf and as
beneficial owners of assets held by a domiciliary company [Sitzgesellschaft]) is tax resident in Austria.
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The same applies to such income from assets managed by a Liechtenstein paying agent if the relevant
holder of the assets (i.e. in general individuals as beneficial owners of a transparent structure) is tax
resident in Austria. For Austrian income tax purposes this withholding tax has the effect of final taxation
regarding the underlying income if the Austrian Income Tax Act provides for the effect of final taxation
for such income. The treaties, however, do not apply to interest covered by the agreements between the
European Community and the Swiss Confederation, respectively the Principality of Liechtenstein,
regarding Council Directive 2003/48/EC on taxation of savings income in the form of interest payments.
The taxpayer can opt for voluntary disclosure instead of the withholding tax by expressly authorising the
Swiss, respectively Liechtenstein, paying agent to disclose to the competent Austrian authority the
income, which subsequently has to be included in the income tax return.
Austrian inheritance and gift tax
Austria does not levy inheritance or gift tax.
Certain gratuitous transfers of assets to private law foundations and comparable legal estates are subject
to foundation transfer tax (Stiftungseingangssteuer) pursuant to the Austrian Foundation Transfer Tax Act
(Stiftungseingangssteuergesetz) if the transferor and/or the transferee at the time of transfer have a
domicile, their habitual abode, their legal seat or their place of effective management in Austria. Certain
exemptions apply in cases of transfers mortis causa of financial assets within the meaning of sec. 27(3)
and (4) of the Austrian Income Tax Act (except for participations in corporations) if income from such
financial assets is subject to income tax at the flat rate of 25 per cent. The tax basis is the fair market
value of the assets transferred minus any debts, calculated at the time of transfer. The tax rate generally is
2.5 per cent., with a higher rate of 25 per cent. applying in special cases. Special provisions apply to
transfers of assets to entities falling within the scope of the tax treaty between Austria and Liechtenstein.
In addition, there is a special notification obligation for gifts of money, receivables, shares in corporations,
participations in partnerships, businesses, movable tangible assets and intangibles if the donor and/or the
donee have a domicile, their habitual abode, their legal seat or their place of effective management in
Austria. Not all gifts are covered by the notification obligation: In case of gifts to certain related parties, a
threshold of EUR 50,000 per year applies; in all other cases, a notification is obligatory if the value of
gifts made exceeds an amount of EUR 15,000 during a period of five years. Furthermore, gratuitous
transfers to foundations falling under the Austrian Foundation Transfer Tax Act described above are also
exempt from the notification obligation. Intentional violation of the notification obligation may trigger
fines of up to 10 per cent. of the fair market value of the assets transferred.
Further, gratuitous transfers of the Notes may trigger income tax at the level of the transferor pursuant to
sec. 27(6)(1) of the Austrian Income Tax Act (see above).
The comments above are of a general nature. They do not necessarily apply to all holders of Notes
or in all circumstances. Any holder of Notes who is in any doubt as to his own tax position should
consult his tax advisers.
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Subscription and Sale
Subject to the terms and conditions contained in an amended and restated programme agreement dated
11 March 2015, (as amended or supplemented from time to time, the "Programme Agreement") among
BPF, BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank,
Deutsche Bank AG, London Branch, HSBC Bank plc, J.P. Morgan Securities plc, Natixis, Société
Générale and The Royal Bank of Scotland plc, (together with any further financial institution appointed
as a dealer under the Programme Agreement, the "Dealers"), the Issuer may agree to issue and the
Dealers may agree to purchase or procure purchasers for Notes. The Programme Agreement also provides
for Notes to be issued in Tranches which are jointly and severally underwritten by two or more Dealers or
such purchasers.
BPF has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of
the Notes. The Programme Agreement may be terminated in relation to all the Dealers or any of them by
BPF or, in relation to itself and BPF only, by any Dealer, at any time on giving not less than thirty
business days' notice.
United States of America
The Notes have not been and will not be registered under the Securities Act and the Notes may not be
offered or sold within the United States or to, or for the account or benefit of, US persons except for
Notes issued by BPF in certain transactions exempt from the registration requirements of the Securities
Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities
Act.
Notes are subject to US tax law requirements and may not be offered, sold or delivered within the United
States or its possessions or to a US person, except in certain transactions permitted by US tax regulations.
Terms used in this paragraph have the meanings given to them by the US Internal Revenue Code and
regulations thereunder.
Each Dealer has agreed that, and each further Dealer appointed under the Programme will be required to
agree that, except as permitted by the Programme Agreement, it will not offer, sell or deliver the Notes of
any identifiable tranche, (i) as part of their distribution at any time, or (ii) otherwise until 40 calendar days
after completion of the distribution of such tranche as determined, and certified to the relevant Dealer, by
the Agent or, in the case of a syndicated issue, the lead manager of such issue, within the United States or
to, or for the account or benefit of, US persons, and it will have sent to each Dealer to which it sells Notes
during the distribution compliance period a confirmation or other notice setting forth the restrictions on
offers and sales of the Notes within the United States or to, or for the account or benefit of, US persons.
Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
The Notes are being offered and sold outside the United States to non-US persons in reliance on
Regulation S under the Securities Act.
In addition, until 40 calendar days after the commencement of the offering, an offer or sale of Notes
issued by BPF within the United States by a dealer (whether or not participating in the offering) may
violate the registration requirements of the Securities Act.
BPF may agree with one or more Dealers for such Dealer(s) to arrange for the sale of Notes under
procedures and restrictions designed to allow sales of Notes issued by BPF to be exempt from the
registration requirements of the Securities Act.
United Kingdom
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent, warrant and agree, that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances
in which section 21(1) of the FSMA does not, or would not if BPF was not an authorised person apply to
the Issuer; and
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(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to such Notes in, from or otherwise involving the United Kingdom.
The Republic of France
Each of the Dealers and the Issuer has represented and agreed, and each further Dealer appointed under
the Programme will be required to represent, warrant and agree, that in connection with the initial
distribution of the Notes:
(i)
Offer to the public in France
it has only made and will only make an offer of Notes to the public in France and it has
distributed or caused to be distributed and will distribute or cause to be distributed to the public
in France the Base Prospectus, the Final Terms or any other offering material relating to the offer
of Notes, in the period beginning on the date of publication of the Base Prospectus which has
been approved by the Autorité des marchés financiers ("AMF") in France, on the date such
publication and ending at the latest on the date which is 12 months after the date of the approval
of this Base Prospectus, all in accordance with Articles L.412-1 and L.621-8 of the French Code
monétaire et financier and the Règlement général of the AMF, or
(ii)
Private placement in France
it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public
in France and it has not distributed or caused to be distributed and will not distribute or cause to
be distributed to the public in France, the Base Prospectus, the relevant Final Terms or any other
offering material relating to the Notes and such offers, sales and distributions have been and will
be made in France only to (a) persons providing investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs
qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier.
If necessary, these selling restrictions will be supplemented in the relevant Final Terms.
The Netherlands
For selling restrictions in respect of The Netherlands, see "Public Offer Selling Restrictions under the
Prospectus Directive" below and, in addition, each Dealer has represented and agreed, and each further
Dealer appointed under the Programme will be required to represent and agree, that:
(a)
Specific Dutch selling restriction for exempt offers: it will not make an offer of Notes which are
the subject of the offering contemplated by this Base Prospectus as completed by the Final
Terms in relation thereto to the public in The Netherlands in reliance on Article 3(2) of the
Prospectus Directive unless:
(i)
such offer is made exclusively to persons or legal entities which are qualified investors
(as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht, the
"FSA") and which includes authorised discretionary asset managers acting for the
account of retail investors under a discretionary investment management contract) in
The Netherlands; or
(ii)
such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not
applicable, provided that no such offer of Notes shall require the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expressions (i) an "offer of Notes to the public"
in relation to any Notes in The Netherlands; and (ii) "Prospectus Directive", have the
meaning given to them above in the paragraph headed “Public Offer Selling
Restrictions under the Prospectus Directive”.
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(b)
Compliance with Dutch Savings Certificates Act: Zero Coupon Notes (as defined below) in
definitive form may only be transferred and accepted, directly or indirectly, within, from or into
The Netherlands through the mediation of either the Issuer or a member firm of Euronext
Amsterdam N.V. in full compliance with the Dutch Savings Certificates Act (Wet inzake
spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations. No such
mediation is required: (a) in respect of the transfer and acceptance of rights representing an
interest in a Zero Coupon Notes in global form, or (b) in respect of the initial issue of Zero
Coupon Notes in definitive form to the first holders thereof, or (c) in respect of the transfer and
acceptance of Zero Coupon Notes in definitive form between individuals not acting in the
conduct of a business or profession, or (d) in respect of the transfer and acceptance of such Zero
Coupon Notes within, from or into The Netherlands if all Zero Coupon Notes (either in
definitive form or as rights representing an interest in a Zero Coupon Note in global form) of any
particular Series are issued outside The Netherlands and are not distributed into The Netherlands
in the course of initial distribution or immediately thereafter. As used herein "Zero Coupon
Notes" are Notes that are in bearer form and that constitute a claim for a fixed sum against the
Issuer and on which interest does not become due during their tenor or on which no interest is
due whatsoever.
Republic of Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, each Dealer has
represented and agreed, and each further Dealer appointed under the Programme will be required to
represent and agree, that, save as set out below, it has not offered or sold, and will not offer or sell, any
Notes in the Republic of Italy in an offer to the public and that sales of the Notes in the Republic of Italy
shall be effected in accordance with all Italian securities, tax and exchange control and other applicable
laws and regulation.
Accordingly, each of the Dealers has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that it will not offer, sell or deliver any Notes or
distribute copies of this Base Prospectus and any other document relating to the Notes in the Republic of
Italy except:
(1)
to "qualified investors", as referred to in Article 100 of Legislative Decree No. 58 of 24 February
1998, as amended (the "Decree No. 58") and defined in Articles 34-ter, paragraph 1, let b) of
CONSOB Regulation No. 11971 of 14 May 1999, as amended ("Regulation No. 11971"); or
(2)
that it may offer, sell or deliver Notes or distribute copies of any prospectus relating to such Notes
in an offer to the public in the period commencing on the date of publication of such prospectus,
provided that such prospectus has been approved in another Relevant Member State and notified
to CONSOB, all in accordance with the Directive 2003/71/EC of 4 November 2003 (the
"Prospectus Directive") and the Directive 2010/73/EU of 24 November 2010 (the "Amending
Directive"), as implemented in Italy under Decree 58 and Regulation No. 11971, and ending on
the date which is 12 months after the date of approval of such prospectus; or
(3)
in any other circumstances where an express exemption from compliance with the solicitation
restrictions applies, as provided under Decree No. 58 or Regulation No. 11971.
Any such offer, sale or delivery of the Notes or distribution of copies of this Base Prospectus or any other
document relating to the Notes in the Republic of Italy must be:
(a)
made by investment firms, banks or financial intermediaries permitted to conduct such activities
in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as
amended, Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007, as amended and
any other applicable laws and regulations; and
(b)
in compliance with any other applicable notification requirement or limitation which may be
imposed by CONSOB or the Bank of Italy.
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Provisions relating to the secondary market in the Republic of Italy
Investors should also note that, in any subsequent distribution of the Notes in the Republic of Italy,
Article 100-bis of Decree No. 58 may require compliance with the law relating to public offers of
securities. Furthermore, where the Notes are placed solely with "qualified investors" and are then
systematically resold on the secondary market at any time in the 12 months following such placing,
purchasers of Notes who are acting outside of the course of their business or profession may in certain
circumstances be entitled to declare such purchase void and, in addition, to claim damages from any
authorised person at whose premises the Notes were purchased, unless an exemption provided for under
Decree No. 58 applies.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Law No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act"). Accordingly,
each of the Dealers has represented, warranted and agreed that it has not, directly or indirectly, offered or
sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan, including any
corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale,
directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with the Financial
Instruments and Exchange Act and other relevant laws and regulations of Japan.
Public Offer Selling Restriction under the Prospectus Directive
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (as defined herein) (each, a "Relevant Member State"), each Dealer has represented,
warranted and agreed, and each further Dealer appointed under the Programme will be required to
represent, warrant and agree, that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has
not made and will not make an offer of Notes which are the subject of the offering contemplated by this
Base Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member
State except that it may, with effect from and including the Relevant Implementation Date, make an offer
of such Notes to the public in that Relevant Member State:
(a)
if the final terms in relation to the Notes specify that an offer of those Notes may be made other
than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Nonexempt Offer"), following the date of publication of a prospectus in relation to such Notes
which has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority
in that Relevant Member State, provided that any such prospectus has subsequently been
completed by the final terms contemplating such Non-exempt Offer, in accordance with the
Prospectus Directive, in the period beginning and ending on the dates specified in such
prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the
purpose of that Non-exempt Offer;
(b)
at any time to any legal entity which is a qualified investor as defined under the Prospectus
Directive;
(c)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined
in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or
Dealers nominated by the Issuer for any such offer; or
(d)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (b) to (d) above shall require the Issuer or any Dealer
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
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decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State, the expression "Prospectus
Directive" means Directive 2003/71/EC and any amendments thereto, including Directive 2010/73/EU.
People's Republic of China
Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required
to acknowledge, that this Base Prospectus, the Notes, or any material or information contained or
incorporated by reference in this Base Prospectus relating to the Notes, have not been, and will not be
submitted to become, approved/verified by, or registered with, any relevant government authorities under
PRC law. Accordingly the Notes may not be offered or sold directly or indirectly in the PRC and this
Base Prospectus may not be supplied to the public in the PRC or used in connection with any offer for
subscription or sale of the Notes in the PRC directly or indirectly. The material or information contained
or incorporated by reference in this Base Prospectus relating to the Notes does not constitute an offer to
sell or the solicitation of an offer to buy any securities by any person in the PRC. The Notes may only be
offered or sold to PRC investors that are authorised to engage in the purchase of Notes of the type being
offered or sold.
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent, warrant and agree, to and with the Issuer that it has not made,
and will not make, any offers, promotions, or solicitations for sales of or for, as the case may be, any
Notes in the PRC, except where permitted by competent authorities or where the activity otherwise is
permitted under the PRC law. Each Dealer should ensure that the relevant PRC investors have noted or
will note that they are responsible for informing themselves about observing all legal and regulatory
restrictions, obtaining all relevant government regulatory approvals/licenses, verifications and/or
registrations from all relevant governmental authorities (including but not limited to the China Securities
Regulatory Commission and/or the State Administration of Foreign Exchange), and complying with all
the applicable PRC regulations, including but not limited to any relevant PRC foreign exchange
regulations and/or foreign investment regulations.
Hong Kong
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the
Programme will be required to represent, warrant and agree, that:
(a)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Notes (except for Notes which are a "structured product" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the "SFO") other than (i) to "professional investors" as
defined in the SFO and any rules made under the SFO; or (ii) in other circumstances which do
not result in the document being a "prospectus", as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an
offer to the public within the meaning of that Ordinance; and
(b)
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Notes, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors", as defined in
the SFO and any rules made under the SFO.
General
Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required
to acknowledge, that no representation is made by BPF or any Dealer that any action has been or will be
taken in any jurisdiction by BPF or any Dealer that would permit a public offering of the Notes, or
possession or distribution of the Base Prospectus or any other offering material, in any country or
jurisdiction where action for that purpose is required. Each Dealer will (to the best of its knowledge and
belief) comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers,
sells or delivers Notes or has in its possession or distributes the Base Prospectus or any other offering
material, in all cases at its own expense.
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Form of Final Terms
Final Terms dated [●]
Banque PSA Finance
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the Euro 6,000,000,000 Debt Issuance Programme
[The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a
"Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:
(i)
in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
(ii)
in those Public Offer Jurisdictions mentioned in Paragraph 33 of Part A below, provided such
person is one of the persons mentioned in Paragraph 33 of Part A below and that such offer is
made during the Offer Period specified for such purpose therein.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes
in any other circumstances]. 1 The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
relevant Member State) and includes any relevant implementing measures in the Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU).
[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the
basis that any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (as defined herein) (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in any other circumstances]. 2
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Base Prospectus dated 11 March 2015 which received visa n° 15-087 from
the Autorité des marchés financiers on 11 March 2015 [and the Prospectus supplement[s] dated []]
which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive
2003/71/EC and amendments thereto, including Directive 2010/73/EC (the "2010 Prospectus Directive"),
to the extent implemented in the Relevant Member State, the "Prospectus Directive"). This document
constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of
these Final Terms and the Prospectus [as so supplemented]. [A summary of the issue of the Notes is
annexed to these Final Terms.] 3 The Base Prospectus [and the Prospectus supplement[s]] [is] [are]
1
Consider including this legend where a non-exempt offer of Notes is anticipated.
2
3
Insert this legend where an exempt offer of Notes is anticipated for Notes being issued with a denomination of less than
EUR100,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes).
Insert where an exempt offer of Notes is anticipated for Notes being issued with a denomination of less than EUR100,000 (or its
equivalent in any other currency as at the date of issue of the relevant Notes).
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available for viewing on [the website of the Issuer (www. banquepsafinance.com)] [and] [during normal
business hours] at [address] and copies may be obtained from [address]. ] and will be available on [the
website of the Autorité des marchés financiers (www.amf-france.org)] where admission to trading is
sought]. [In addition 4, the Base Prospectus [and the supplement to the Base Prospectus] [is/are] available
for viewing [at/on] [●]].
[The following alternative language applies if the first tranche of an issue which is being increased was
issued under a Base Prospectus with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
Conditions) set forth in the Base Prospectus dated [original date] [which received visa no. [●] from the
Autorité des marchés financiers (the AMF) on [●]] [and the supplement[s] to it dated [●] [which received
visa no. [●] from the AMF on [●]]][which are incorporated by reference in the Base Prospectus dated
[current date]]. This document constitutes the Final Terms of the Notes described herein for the purposes
of Article 5.4 of the Directive 2003/71/EC as amended (which includes the amendments made by
Directive 2010/73/EU, to the extent that such amendments have been implemented in the Relevant
Member State) (the Prospectus Directive) and must be read in conjunction with the Base Prospectus
dated [current date] which received visa no. [●] from the AMF on [●] [and the supplement[s] to it dated
[●] which received visa no. [●] from the AMF on [●], which [together] constitute[s] a base prospectus for
the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the
Base Prospectus dated [original date] [and the supplement to it dated [●]]. Full information on the Issuer
and the offer of the Notes is only available on the basis of the combination of these Final Terms and the
Base Prospectus dated [original date] and the Base Prospectus dated [current date] [and the supplement
to it dated [●]]. [A summary of the issue of the Notes is annexed to these Final Terms.] Each Base
Prospectus [and their supplement[s]] [is] [are] available for viewing on [the website of the Issuer's
website (www.banquepsafinance.com)] [and] [during normal business hours] at [address] and copies may
be obtained from [address]. ] and will be available on [the website of the Autorité des marchés financiers
(www.amf-france.org)]. [In addition 5, the Base Prospectus dated [original date] [and the supplement to it
dated [●]] [is/are] available for viewing [at/on] [●]].]
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering
should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote guidance for completing the Final Terms.]
[When completing final terms or adding any other final terms or information consideration should be
given as to whether such terms or information constitute "significant new factors" and consequently
trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]
1.
Issuer:
Banque PSA Finance
2.
(i)
Series Number:
[]
(ii)
Tranche Number:
[]
[(iii)
Date on which the Notes
become fungible:
[Not Applicable/ The Notes will be consolidated
(assimilables for the purpose of French law) and
form a single series with the existing [insert
description of the Series] issued by the Issuer on
[insert date/ the Issue Date/ exchange of the
Temporary Global Note for interests in the
Permanent Global Note, as referred to in paragraph
21 below [which is expected to occur on or about
[insert date]].]
3.
Specified Currency or Currencies:
[]
4.
Aggregate Nominal Amount of Notes:
[]
4
If the Notes are admitted to trading on a regulated market other than Euronext Paris.
5
If the Notes are admitted to trading on a regulated market other than Euronext Paris.
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[(i)]
Series:
[]
[(ii)]
Tranche:
[]
5.
Issue Price:
6.
(i)
Specified Denominations 6:
[] per cent. of the Aggregate Nominal Amount
[plus accrued interest from [insert date] (in the case
of fungible issues only, if applicable)]
[Note – where multiple denominations above
€100,000 (or equivalent) are being used the
following sample wording should be followed:
[€100,000] and integral multiples of [€1,000] in
excess thereof [up to and including [€199,000]. No
notes in definitive form will be issued with a
denomination above [€199,000]].]
7.
(ii)
Calculation Amount:
[If only one Specified Denomination, insert the
Specified Denomination. If more than one Specified
Denomination, insert the highest common factor]
[Note: There must be a common factor in the case of
two or more Specified Denominations]]
[(i)]
Issue Date:
[]
[(ii)]
Date:
Interest Commencement
[]
[specify/Issue Date/Not Applicable]
(N.B. An Interest Commencement Date will not be
relevant for certain Notes, for example Zero Coupon
Notes)
8.
Maturity Date:
[specify date or (for Floating Rate Notes) Interest
Payment Date falling in or nearest to the relevant
month and year]
9.
Interest Basis:
[[] per cent. Fixed Rate]
[[specify reference rate] +/- [] per cent. Floating
Rate]
[Zero Coupon]
(further particulars specified below)
10.
Redemption Basis:
[Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at [100] per cent. of their nominal
amount.]
[Instalment]
11.
Change of Interest or
Redemption/Payment Basis:
[Not Applicable/Applicable]
[Specify the date when any fixed to floating rate
change occurs or refer to paragraphs 14 and 15
below and identify there]
6
In respect of Notes listed on Euronext Paris, there shall be one single denomination only and no higher integral multiples of any
other smaller amount for trading purposes.
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12.
Put/Call Options:
[Investor Put]
[Make-whole Redemption by the Issuer]
[Issuer Call]
[(further particulars specified below)]
13.
Authorisation[s]
[Date [Board] approval for issuance of
Notes obtained:
[] [and [], respectively]]
(N.B. Only relevant where Board (or similar)
authorisation is required for the particular tranche
of Notes)]
Provisions Relating to Interest (if any) payable
14.
Fixed Rate Note Provisions
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i)
Rate[(s)] of Interest:
[] per cent. per annum payable in arrear on each
Interest Payment Date]
(ii)
Interest Payment Date(s):
[] in each year [adjusted in accordance with
[specify Business Day Convention and any
applicable Business Centre(s) for the definition of
"Business Day"]/not adjusted]
(iii)
Fixed Coupon Amount[(s)]:
[[] per Calculation Amount/Not Applicable]
(iv)
Broken Amount(s):
[] per Calculation Amount payable on the Interest
Payment Date falling [in/on] []
(v)
Day Count Fraction:
[30/360 / Actual/Actual(ICMA/ISDA)/Actual/365
(Fixed) 7 [include any other option from the
Conditions]]
(vi)
[Determination Dates:
[] in each year (insert regular interest payment
dates, ignoring issue date or maturity date in the
case of a long or short first or last coupon.
N.B. only relevant where Day Count Fraction is
Actual/Actual (ICMA))]
15.
(vii)
[Business Day Convention:
[Floating Rate Convention/ Following Business Day
Convention/ Modified Following Business Day
Convention/ Preceding Business Day Convention]] 8
(viii)
[Party responsible for
calculating Interest Amounts
(if not the Calculation Agent):
[[]/Not Applicable]] 9
Floating Rate Note Provisions
[Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
7
Applicable to RMB Notes unless other market convention
8
Applicable to RMB Notes
9
Applicable to RMB Notes
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paragraphs of this paragraph)
(i)
Interest Period(s):
[]
(ii)
Specified Interest Payment
Dates:
[]in each year, subject to adjustment in accordance
with the Business Day Convention set out in (v)
below.
(iii)
First Interest Payment Date:
[●]
(iv)
Interest Period Date:
[]
(Not Applicable unless different from Interest
Payment Date)
(v)
Business Day Convention:
[Floating Rate Convention/ Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day Convention/
other (give details)]
(vi)
Business Centre(s):
[]
(vii)
Manner in which the Rate(s)
of Interest is/are to be
determined:
[Screen Rate Determination/ ISDA Determination]
(viii)
Party responsible for
calculating the Rate(s) of
Interest and/or Interest
Amount(s) (if not the
[Agent]):
[[] / [Not Applicable]]
(ix)
Screen Rate Determination:
(x)
16.
– Reference Rate
[]
– Interest Determination
Date(s):
[[] [TARGET 2] Business Days in [specify city] for
[specify currency] prior to [the first calendar day in
each Interest Accrual Period/each Interest Payment
Date]]
– Relevant Screen Page:
[]
ISDA Determination:
– Floating Rate Option:
[]
– Designated Maturity:
[]
– Reset Date:
[]
– [ISDA Definitions:
2006]
(xi)
Margin(s):
[+/-][] per cent. per annum
(xii)
Minimum Rate of Interest:
[] per cent. per annum
(xiii)
Maximum Rate of Interest:
[] per cent. per annum
(xiv)
Day Count Fraction:
[]
Zero Coupon Note Provisions
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(If not applicable, delete the remaining subparagraphs of this paragraph)
(i)
Amortisation Yield:
[] per cent. per annum
(ii)
Reference Price:
[]
Provisions Relating to Redemption
17.
Call Option
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(i)
Optional Redemption Date(s):
[]
(ii)
Optional Redemption
Amount(s) of each Note and
method, if any, of calculation
of such amount(s) (if different
from that set out in the
Conditions):
[] per Calculation Amount
(iii)
If redeemable in part:
(a)
Minimum Redemption
Amount:
[] per Calculation Amount
(b)
Maximum Redemption
Amount:
[] per Calculation Amount
(iv)
Notice Period:
[] 10
18.
Make-whole Redemption by the
Issuer (Condition 5(g))
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
19.
(ii)
Reference Bond:
[]
(iii)
Make-whole Margin:
[]
(iv)
Notice period:
[] 11
(v)
Parties to be notified (if other
than set out in Condition 5(g))
[[]/Not Applicable]
Put Option
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
10
11
(i)
Optional Redemption Date(s):
[]
(ii)
Optional
Redemption
Amount(s) of each Note and
method, if any, of calculation
of such amount(s) (if different
[] per Calculation Amount
As long as the Notes are held in global form, the notice period must be a minimum of five (in the case of Euroclear) or fifteen
(in the case of Clearstream, Luxembourg) Clearing System Business Days.
As long as the Notes are held in global form, the notice period must be a minimum of five (in the case of Euroclear) or fifteen
(in the case of Clearstream, Luxembourg) Clearing System Business Days.
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from that set out in the
Conditions):
(iii)
[] 12
Notice Period:
20.
Final Redemption Amount of each
Note
[] per Calculation Amount
21.
Early Redemption Amount
[] per Calculation Amount
Early Redemption Amount(s) per
Calculation Amount payable on
redemption for taxation reasons or an
event of default or other early
redemption and/or the method of
calculating the same (if required or if
different from that set out in the
Conditions):
General Provisions Applicable to the Notes
22.
[Form of Notes:
Bearer
(i)
New Global Note:
[Yes] / [No]
(ii)
Temporary or
Global Note:
Permanent
[Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note]
[Temporary Global Note exchangeable for Definitive
Notes on [] calendar days' notice] 13
[Permanent Global Note exchangeable for Definitive
Notes in the limited circumstances specified in the
Permanent Global Note]
23.
Financial Centre(s) or other special
provisions relating to payment dates:
[Not Applicable/Give details. Note that this
paragraph relates to the date and place of payment,
and not interest period end dates, to which subparagraphs 14 (ii), 15 (iv) relate]
24.
Talons for future Coupons or Receipts
to be attached to Definitive Notes (and
dates on which such Talons mature):
[No/Yes. As the Notes have more than 27 coupon
payments, talons may be required if, on exchange
into definitive form, more than 27 coupon payments
are left.]
25.
Redenomination, renominalisation and
reconventioning provisions:
[Not Applicable/The provisions [in Condition 1
apply]
26.
Consolidation provisions:
[Not Applicable/The provisions [in Condition 12
apply]
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. [(Relevant third
party information) has been extracted from (specify source). The Issuer confirms that such information
12
As long as the Notes are held in global form, the notice period must be a minimum of five (in the case of Euroclear) or fifteen
(in the case of Clearstream, Luxembourg) Clearing System Business Days.
13
Only where Notes are issued in one Specified Denomination or integral multiples of such Specified Denomination.
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has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by (specify source), no facts have been omitted which would render the reproduced information
inaccurate or misleading.
Signed on behalf of Banque PSA Finance:
By: ……………………………..
Duly authorised
[By: ……………………………..
Duly authorised]
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PART B – OTHER INFORMATION
1.
Listing and Admission to trading
(i)
Listing:
[Euronext Paris/other (specify)/None])
(ii)
Admission to trading:
[Application has been made by the Issuer (or on its
behalf) for the Notes to be listed and admitted to
trading [on Euronext Paris] with effect from [].]
[Application is expected to be made by the Issuer (or
on its behalf) for the Notes to be admitted to trading
on [Euronext Paris] with effect from []] [Not
Applicable.]
(Where documenting a fungible issue need to indicate
that original Notes are already admitted to trading)
(iii)
2.
Estimate of total expenses
related to admission to
trading:
[]
Ratings
Ratings:
[The Notes to be issued [have been/are expected to
be] rated]/[The Programme is rated]:
[S & P: []]
[Moody's: []]
[[Other]: []]
[Need to include a brief explanation of the meaning
of the ratings if this has previously been published by
the ratings provider.]
Insert one (or more) of the following options, as
applicable:
[Each of S & P and Moody's is established in the
European Union, registered under Regulation (EC)
No 1060/2009, as amended (the "CRA Regulation")
and included in the list of registered credit rating
agencies published by the European Securities and
Markets
Authority
on
its
website
(www.esma.europa.eu) in accordance with CRA
Regulation. ]
[[Insert credit rating agency] is established in the
European Union and has applied for registration
under Regulation (EC) No 1060/2009, as amended
(the "CRA Regulation"), although notification of the
corresponding registration decision has not yet been
provided by the relevant competent authority. In
general, European regulated investors are restricted
from using a rating for regulatory purposes if such
rating is not issued by a credit rating agency
established in the European Union and registered the
CRA Regulation unless the rating is provided by a
credit rating agency operating in the European Union
before 7 June 2010 which has submitted an
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application for registration in accordance with the
CRA Regulation and such registration is not refused.]
[[Insert credit rating agency] is not established in the
European Union and has not applied for registration
under Regulation (EC) No 1060/2009, as amended
(the "CRA Regulation"), but is endorsed by [insert
credit rating agency] which is established in the
European Union, registered under the CRA
Regulation and included in the list of registered credit
rating agencies published by the European Securities
and
Markets
Authority
on
its
website
(www.esma.europa.eu) in accordance with CRA
Regulation.]
[[Insert credit rating agency] is not established in the
European Union and has not applied for registration
under Regulation (EC) No 1060/2009, as amended.]]
3.
[Notification 14
The Autorité des marchés financiers [has been requested to provide/has provided – include first
alternative for an issue which is contemporaneous with the establishment or update of the Programme
and the second alternative for subsequent issues] the [include names of competent authority of host
Member State] with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Prospectus Directive.]
4.
[Interests of Natural and Legal Persons Involved in the Issue/Offer]
Need to include a description of any interest, including conflicting ones, that is material to the
issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the
inclusion of the following statement:
"Save as discussed in ["Subscription and Sale" in the Base Prospectus], so far as the Issuer is aware, no
person involved in the offer of the Notes has an interest material to the offer."]
[(When adding any other description, consideration should be given as to whether such matters
described constitute "significant new factors" and consequently trigger the need for a supplement to the
Base Prospectus under Article 16 of the Prospectus Directive.)]
5.
[Reasons for the Offer, Estimated net proceeds and Total Expenses
[(i)
Reasons for the offer
[]
(See ["Use of Proceeds "] wording in Base
Prospectus – if reasons for offer different from
making profit and/or hedging certain risks will need
to include those reasons here.)]
[(ii)]
Estimated net proceeds:
[]
(If proceeds are intended for more than one use will
need to split out and present in order of priority. If
proceeds insufficient to fund all proposed uses state
amount and sources of other funding.)
[(iii)]
Estimated total expenses 15:
[]
14
This item pertains only to retail issuances.
15
This item pertains only to retail issuances.
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6.
[Fixed Rate Notes only – YIELD
Indication of yield:
[]
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.]
7.
[Floating Rates Notes only –
HISTORIC INTEREST RATES]
8.
Operational Information
Details of historic [LIBOR/EURIBOR/EONIA rates
can be obtained from [Reuters].
ISIN Code:
[]
Common Code:
[]
Any clearing system(s) other than
Euroclear Bank SA/NV and
Clearstream Banking, société anonyme
and the relevant identification
number(s):
[Not Applicable/give name(s) and number(s) [and
address(es)]
Delivery:
Delivery [against/free of] payment
Names and addresses of initial Paying
Agent(s):
[]
Names and addresses of additional
Paying Agent(s) (if any):
[]
Intended to be held in a manner which
would allow Eurosystem eligibility:
[Yes] [No].
[Note that the designation "yes" simply means that
the Notes are intended upon issue to be deposited
with one of the ICSDs as common safekeeper and
does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem
monetary policy and intraday credit operations by the
Eurosystem either upon issue or at any or all times
during their life. Such recognition will depend upon
the ECB being satisfied that Eurosystem eligibility
criteria have been met.] [include this text if "yes"
selected in which case the Notes must be issued in
NGN form]
9.
Distribution
Method of distribution:
[Syndicated]/[Non-syndicated]
If syndicated, names [and addresses] 16
of Managers:
[Not Applicable/give names of Managers]
[Date of [Subscription Agreement]:
[Insert]] 17
[Indication of the overall amount of
[●] per cent. of the Aggregate Nominal Amount] 18
16
This item pertains only to retail issuances.
17
This item pertains only to retail issuances.
18
This item pertains only to retail issuances.
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the underwriting commission and of
the placing commission:
Stabilising Manager(s) (if any):
If
non-syndicated,
address] 19 of Dealer:
name
[Not Applicable/give name]
[and
U.S. Selling Restrictions:
[Not Applicable/give name and address]
Category 2 restrictions apply to the Notes pursuant to
Regulation S under the U.S. Securities Act of 1933,
as amended.
TEFRA C/TEFRA D/TEFRA not applicable
[Non exempt Offer:
10.
[Not Applicable]/[An offer of the Notes may be made
by [the Managers [and the Authorised Offeror(s)]]
other than pursuant to Article 3(2) of the Prospectus
Directive in [specify relevant Member State(s) which must be jurisdictions where the Prospectus and
any supplements have been passported] ("Public
Offer Jurisdictions") during the period from [specify
date] until [specify date] ("Offer Period"). See
further Paragraph 10 of Part B below] 20
Terms and Conditions of the Offer 21
Offer Price:
[Issue Price] [specify]
Conditions to which the offer is
subject:
[Not Applicable/give details]
Description of the application process
(including the time period during
which the offer will be open and any
possible amendments):
[Not Applicable/give details]
Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
applicants:
[Not Applicable/give details]
Details of the minimum and/or
maximum amount of application:
[Not Applicable/give details]
Details of the method and time limits
for paying up and delivering the Notes:
[Not Applicable/give details]
Manner in and date on which results of
the offer are to be made public:
[Not Applicable/give details]
Procedure for exercise of any right of
pre-emption, negotiability of
subscription rights and treatment of
subscription rights not exercised:
[Not Applicable/give details]
Categories of potential investors to
which the Notes are offered and
[Not Applicable/give details]
19
This item pertains only to retail issuances.
20
This item pertains only to retail issuances.
21
This item pertains only to retail issuances.
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whether tranche(s) have been reserved
for certain countries:
11.
Process for notification to applicants of
the amount allotted and the indication
whether dealing may begin before
notification is made:
[Not Applicable/give details]
Amount of any expenses and taxes
specifically charged to the subscriber
or purchaser:
[Not Applicable/give details]
Name(s) and address(es), to the extent
known to the Issuer, of the placers in
the various countries where the offer
takes place.
[None/give details]
Authorised Offerors 22
[Consent of the Issuer to use the
Prospectus during the Offer Period:]
[Not Applicable/Applicable with respect to any
Authorised Offeror specified below]
[Authorised Offeror(s) in the various
countries where the offer takes place:]
[Not Applicable/Name(s) and address(es) of the
financial intermediary(ies) appointed by the Issuer to
act as Authorised Offeror(s)/Any financial
intermediary which satisfies the conditions set out
below in item "Conditions attached to the consent of
the Issuer to use the Prospectus"]
[Conditions attached to the consent of
the Issuer to use the Prospectus:]
[Not Applicable/Where the Issuer has given a
general consent to any financial intermediary to use
the Prospectus, specify any additional conditions to
or any condition replacing those set out on page [●]
of the Base Prospectus or indicate "See conditions set
out in the Base Prospectus". Where Authorised
Offeror(s) have been designated herein, specify any
condition]
22
This item pertains only to retail issuances
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[ANNEX – SUMMARY OF THE ISSUE 23]
[Issue specific summary to be inserted]
23
This item pertains only to retail issuances
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[ANNEXE – RÉSUMÉ DE L'ÉMISSION 24]
[Issue specific summary to be inserted]
24
This item pertains only to retail issuances
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General Information
AMF visa and admission to trading of the Notes issued under the Programme
Application has been made to the Autorité des marchés financiers to approve this document as a base
prospectus. Application will be made in certain circumstances to Euronext Paris for Notes issued under
the Programme to be listed and admitted to trading on Euronext Paris.
This Base Prospectus received the visa No. 15-087 on 11 March 2015 from the AMF. Euronext Paris is a
Regulated Market for the purposes of the Directive 2004/39/EC on markets in financial instruments. The
Final Terms applicable to each Series of Notes listed and admitted to trading on any Regulated Market of
the EEA will be filed with the AMF. If the Final Terms in relation to a Series of Notes do not specify the
aggregate nominal amount of Notes admitted to trading on Euronext Paris, the relevant Final Terms will
indicate the manner in and date on which such amount will be made public in accordance with Article
212-27 of the Règlement Général of the AMF.
However, Notes may be issued pursuant to the Programme which will not be listed and admitted to
trading on Euronext Paris or any other stock exchange or which will be listed or admitted to trading on
such Regulated Market as the Issuer and the relevant Dealer(s) may agree.
Authorisations
This Debt Issuance Programme was originally established on 31 March 1994 and has been regularly
updated since then.
BPF has obtained all necessary consents, approvals and authorisations in connection with the update of
the Programme. The update of the Programme and the issue of Notes under the Programme have been
duly authorised by a resolution of the Board of Directors (Conseil d'Administration) of BPF most recently
on 16 February 2015.
Material Change
Except as disclosed in this Base Prospectus, there has been no significant change in the financial or
trading position of BPF or the BPF Group since 31 December 2014, and no material adverse change in
the prospects of BPF or the BPF Group since 31 December 2014, in each case which is material or
significant in the context of the issue of the Notes.
Litigation
There are no governmental, legal or arbitration proceedings pending or, to BPF's knowledge, threatened
against BPF, or any Subsidiary of BPF during the 12 months prior to the date hereof which may have or
have had in the recent past a significant effect, in the context of the issue of the Notes, on the financial
position or profitability of the BPF Group.
Auditors
Ernst & Young Audit have been appointed as statutory auditors of BPF by the "Assemblée générale"
(shareholders' meeting) held on 19 April 2011 and Ernst & Young Audit and Mazars have audited BPF's
financial statements for the year ended 31 December 2013 and 31 December 2014 without qualification.
Ernst & Young Audit and Mazars carry out their duties in accordance with the principles of the
Compagnie Nationale des Commissaires aux Comptes (CNCC).
Euroclear, Clearstream, Luxembourg and Euroclear France
The Notes have been accepted for clearance through the Euroclear, Clearstream, Luxembourg and
Euroclear France systems. The appropriate codes for each Series of Notes allocated by Euroclear and
Clearstream, Luxembourg and (where applicable) the ISIN number will be contained in the applicable
Final Terms.
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Documents available for Collection and Inspection
From the date hereof and throughout the life of the Programme, BPF's Articles of Incorporation, the latest
audited reports and accounts of BPF for the previous two years and any future prospectuses and
supplements (including the Final Terms with respect to listed Notes) to this Base Prospectus will be
available for collection without charge from, and copies of the Agency Agreement (incorporating the
forms of the Global and Definitive Notes), the Deed of Covenant and the Programme Agreement will be
available for inspection at, the principal offices of the Paying Agent in Luxembourg and at the head office
of BPF in France, all as specified at the end of the Base Prospectus.
This Base Prospectus, any supplement (if any), and the Final Terms of notes listed on Euronext Paris will
be published on the website of the AMF (www.amf-france.org) and on the website of BPF
(www.banquepsafinance.com). The documents incorporated by reference in this Base Prospectus will be
available on the website of BPF (www.banquepsafinance.com).
Legend on Notes
Notes with a maturity of 365 calendar days or more, and any Receipt, Coupon and Talon related thereto,
will bear the following legend:
"Any United States person (as defined in the Internal Revenue Code of the United States) who holds this
obligation will be subject to limitations under the United States income tax laws including the limitations
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."
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Persons responsible for the Base Prospectus
Persons responsible for this Base Prospectus
In the name of Banque PSA Finance
Declaration by person responsible for this Base Prospectus
To the best of Banque PSA Finance's knowledge (having taken all reasonable care to ensure that such is the
case), the information contained in this Base Prospectus is in accordance with the facts and contains no omission
likely to affect its import and Banque PSA Finance accepts responsibility accordingly.
The consolidated financial statements of the Issuer for the year ended 31 December 2013 were audited by the
statutory auditors who issued an audit report which is reproduced on pages 118 and 119 of the Banque PSA
Finance 2013 Annual Report. This report draws attention to the matter set out in note 2 "Accounting Policies" to
the consolidated financial statements concerning the new IFRSs and IFRIC interpretations whose application
was compulsory in the year commencing 1 January 2013, and note 3 "Changes to financial statements previously
reported" to the consolidated financial statements which details the impact of the application of the amendment
to IAS 19 (revised) related to employee benefits.
The consolidated financial statements of the Issuer for the year ended 31 December 2014 were audited by the
statutory auditors who issued an audit report which is reproduced on pages 124 and 125 of the Banque PSA
Finance 2014 Annual Report. This report does not contain any qualification. However this report draws attention
to the matter set out in (i) note 1.A "2014 Main Events and Group Structure", note 2.I "Assets and activities heldfor-sale or to be taken over by partnership" and note 3 "IFRS 5 and IFRIC 21 impacts on the financial
statements" to the consolidated financial statements concerning the impacts of IFRS 5 after the signing of
partnership between the Issuer and Santander Consumer Finance; and (ii) note 2 "Accounting Policies" to the
consolidated financial statements concerning the new compulsory IFRSs, and in particular IFRS 12 regarding
disclosure of interests in other entities, and note 3 "IFRS 5 and IFRIC 21 impacts on the financial statements"
concerning the impacts of the first application of interpretation IFRIC 21 regarding taxes.
Paris, 11 March 2015
Banque PSA Finance
75, avenue de la Grande Armée
75116 Paris
France
Duly represented by Alain Martinez
Deputy Chief Executive Officer
and Rémy Bayle
Head of Corporate Financing & Treasury
Autorité des marchés financiers
In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and with the
General Regulations (Règlement Général) of the Autorité des marchés financiers (the "AMF"), in particular
Articles 212-31 to 212-33, the AMF has granted to this Base Prospectus the visa n°15-087 on 11 March 2015.
This document may only be used for the purposes of a financial transaction if completed by Final Terms. It was
prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L.621-8-1-I of
the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether
the document is complete and comprehensible, and whether the information it contains is coherent". It does not
imply an approval by the AMF of the opportunity of the transactions contemplated hereby nor that the AMF has
verified the accounting and financial data set out in it. In accordance with Article 212-32 of the AMF's General
Regulations, any issuance or admission to trading of notes on the basis of this Base Prospectus shall be subject
to the publication of Final Terms setting out the terms of the securities being issued.
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ISSUER
Banque PSA Finance
75, avenue de la Grande Armée
75116 Paris
France
DEALERS
BNP PARIBAS
10 Harewood Avenue
London NW1 6AA
United Kingdom
Citigroup Global Markets Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
Crédit Agricole Corporate and Investment Bank
9 quai du Président Paul Doumer
92920 Paris La Défense Cedex
France
Deutsche Bank AG, London
Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
HSBC Bank plc
8 Canada Square
London
E14 5HQ
United Kingdom
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Natixis
30, avenue Pierre Mendès France
75013 Paris
France
Société Générale
29, Boulevard Haussmann
75009 Paris
France
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
United Kingdom
177321-4-29-v0.5
- 133 -
36-40593699
LEGAL ADVISORS
To the Issuer as to French law and English law
White & Case LLP
19, Place Vendome
75001 Paris
France
To the Dealers as to French law and English law
Clifford Chance Europe LLP
9 Place Vendôme
CS 50018
75038 Paris Cedex 01
France
AUDITORS
Mazars
61, rue Henri Regnault
92400 Courbevoie
France
Ernst & Young Audit
1/2, place des Saisons
92400 Courbevoie - Paris-La Défense 1
France
AGENT, PAYING AGENT, REDENOMINATION AGENT AND CONSOLIDATION AGENT
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich, Howald – Hesperange
L – 2085 Luxembourg
PAYING AGENT
BNP Paribas Securities Services
Les Grands Moulins de Pantin
9 rue du Débarcadère
93500 Pantin
France
177321-4-29-v0.5
- 134 -
36-40593699