FINAL TERMS FOR NOTES
The Base Prospectus expires on 31 May 2024 and the Issuer intends that the Base Prospectus will be
updated before expiry. The updated base prospectus will be available on https://rates-
globalmarkets.bnpparibas.com/documents/legaldocs/resourceindex.htm.
FINAL TERMS DATED 15 APRIL 2024
BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Legal entity identifier (LEI): 7245009UXRIGIRYOBR48
BNP Paribas
(incorporated in France)
(as Guarantor).
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 30,000,000 Underlying Interest Rate Linked Interest Notes due 17 June 2036
ISIN: FR001400P7K0
under the Note, Warrant and Certificate Programme
of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding
The Base Prospectus received approval no. 23-195 on 31 May 2023
Any person making or intending to make an offer of the Securities may only do so:
- in those Non-exempt Offer Jurisdictions mentioned in Paragraph 50 of Part A below, provided such person is a Manager or an Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
- otherwise in circumstances in which no obligation arises for the Issuer, the Guarantor or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date"), have the right within two working days of the Publication Date to withdraw their acceptances.
Investors who, before the supplement is published, have already agreed to purchase or subscribe for the Securities which are the subject of the Non-exempt Offer, where the Securities have not yet been delivered to
such investors, have the right, exercisable within the period of two working days after the publication of the supplement to withdraw their acceptances.
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 31 May 2023 and each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) notwithstanding the publication and approval of any other Supplement to the 2023 Base Prospectus (each a "2023 Future Supplement") which may have been published and approved after the date of these Final Terms and before the end of the public offer period of the Securities to which these Final Terms relate (together, the "2023 Base Prospectus") and/or an updated Base Prospectus (and any Supplement(s) thereto, each a "2024 Future Supplement"), which will replace the 2023 Base Prospectus (the "2024 Base Prospectus") (the date of any such publication and approval, each a "Publication Date"). This document constitutes the Final Terms of the Securities described herein for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (i) prior to any Publication Date, must be read in conjunction with the 2023 Base Prospectus or (ii) on and after any Publication Date must be read in conjunction with the 2023 Base Prospectus, as supplemented by any 2023 Future Supplement as at such date or, as applicable, the 2024 Base Prospectus, as supplemented by any 2024 Future Supplement as at such date, save in respect of the Conditions which are extracted from the 2023 Base Prospectus to obtain all the relevant information. The 2023 Base Prospectus, as supplemented, constitutes, and the 2024 Base Prospectus will constitute, a base prospectus for the purposes of the Prospectus Regulation. The Issuer has in the 2023 Base Prospectus given consent to the use of the 2023 Base Prospectus in connection with the offer of the Securities. Such consent will be valid until the date that is twelve months following the date of the 2023 Base Prospectus. The Issuer will in the 2024 Base Prospectus give consent to the use of the 2024 Base Prospectus in connection with the offer of the Securities. A summary of the Securities is annexed to these Final Terms. The 2023 Base Prospectus , as supplemented, and these Final Terms are available, and the 2024 Base Prospectus will be available for viewing on https://rates- globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspxand copies may be obtained free of charge at the specified offices of the Security Agents.
References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.
1. | Issuer: | BNP Paribas Issuance B.V. |
2. | Guarantor: | BNP Paribas |
3. Trade Date, Series Number and Tranche Number:
(a) | Trade Date: | 25 March 2024 |
(b) | Series Number: | FINTE 15715 FR |
(c) | Tranche Number: | 1 |
4. Issue Date, Interest Commencement Date and Maturity Date:
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(a) | Issue Date: | 17 June 2024 |
(b) | Interest Commencement | 17 June 2024 |
Date | ||
(c) | Maturity Date: | 17 June 2036 |
- Aggregate Nominal Amount and Issue Price:
- Aggregate Nominal Amount - Series:
- Aggregate Nominal Amount - Tranche:
- Issue Price of Tranche:
- Type of Securities:
7. Form of Securities:
Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):
Business Day Convention for Maturity Date: Modified Following
EUR 30,000,000
EUR 30,000,000
100.00 per cent. of the Aggregate Nominal Amount of the applicable Tranche.
- Notes
- Redemption/Payment Basis: Redemption at par
- Interest Basis:
Underlying Interest Rate Linked Interest
- The provisions of Annex 11 (Additional Terms and Conditions for Underlying Interest Rate Securities) shall apply
Tax Gross-up: Condition 6.3 (No Gross-up) applicable
Dematerialised bearer form (au porteur)
No.
Identification information of Holders as provided by Condition 1 in relation to French Law Securities:
8. Business Days/Payment Days:
- Additional Business Centre(s) (Condition 3.13)
Not applicable
The applicable Additional Business Centre for the purposes of the definition of "Business Day" in Condition 3.13 is a T2 Business Day only
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(b) | Financial Centre(s) or other | T2 System | |||
special provisions | relating | ||||
to Payment Days for the | |||||
purposes of Condition 4(a): | |||||
9. | Settlement: | Settlement will be by way of cash payment (Cash Settled | |||
Securities). | |||||
10. | Specified | Denomination | and | ||
Calculation Amount: |
- Specified Denomination(s): EUR 1,000
(b) | Calculation Amount: | EUR 1,000 | |
11. | Variation of Settlement: | Not applicable |
12. Final and Early Redemption Amount:
- Final Redemption Amount: Calculation Amount x 100.00 per cent.
(b) | Final Payout: | Not applicable | |
(c) | Early Redemption Amount: Calculation Amount x 100.00 per cent. | ||
13. | Relevant Asset(s): | Not applicable | |
14. | Entitlement: | Not applicable |
15. Exchange Rates:
(a) | Exchange Rate: | Not applicable | |
(b) | Specified | Exchange | Specified Exchange Rate: Not applicable |
Rate/Settlement | Currency | Settlement Currency Exchange Rate: Not applicable | |
Exchange Rate: | |||
16. Specified Currency and Settlement Currency:
(a) | Specified Currency: | EUR as defined in the definition of "Relevant Currency" in | |
Condition 13 (Definitions) | |||
(b) | Settlement Currency: | EUR as defined in the definition of "Relevant Currency" in | |
Condition 13 (Definitions) | |||
17. | Syndication: | The Securities will be distributed on a non-syndicated basis. | |
18. | Minimum Trading Size: | EUR 1,000 | |
19. | Principal Paying Agent: | BNP Paribas Financial Markets S.N.C. | |
20. | Registrar: | Not applicable | |
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21. | Calculation Agent: | BNP Paribas |
22. | Governing law: | French law |
23. | Masse provisions (Condition 18): | Full Masse |
Name and address of the Representative: |
SELARL MCM AVOCAT Contact : rmo@avocat-mcm.com 10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00
Fax: +33 1 53 43 36 01
Name and address of the alternate Representative:
Maître Philippe MAISONNEUVE Avocat
10, rue de Sèze, 75009 Paris, France Tel: +33 1 53 43 36 00
Fax: +33 1 53 43 36 01
The Representative will receive a remuneration of EUR 275 per annum plus VAT
PRODUCT SPECIFIC PROVISIONS FOR REDEMPTION
24. Hybrid Linked Redemption Notes: Not applicable
25. | Index Linked Redemption Notes: | Not applicable | ||
26. | Share | Linked | Redemption | Not applicable |
Notes/ETI | Share | Linked | ||
Redemption Notes: | ||||
27. | ETI Linked Redemption Notes: | Not applicable | ||
28. | Debt Linked Redemption Notes: | Not applicable |
29. Commodity Linked Redemption Not applicable Notes:
30. | Inflation Index Linked Redemption | Not applicable | |
Notes: | |||
31. | Currency Linked | Redemption | Not applicable |
Notes: | |||
32. | Fund Linked Redemption Notes: | Not applicable |
33. Futures Linked Redemption Notes: Not applicable
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34. | Credit Securities: | Not applicable |
35. Underlying Interest Rate Linked Not applicable Redemption Notes:
36. | Partly Paid Notes: | The Securities are not Partly Paid Notes. |
37. | Instalment Notes: | Not applicable |
38. | Illegality (Condition 10.1) and | Illegality: redemption in accordance with Condition 10.1(d) |
Force Majeure (Condition 10.2): | Force Majeure: redemption in accordance with Condition | |
10.2(b) |
39. Additional, Optional Additional and CNY Payment Disruption Events:
(a) | Additional | Disruption | (a) | Additional Disruption Events: Applicable | |
Events and | Optional | (b) | The following Optional Additional Disruption | ||
Additional | Disruption | ||||
Events: | Events apply to the Securities: | ||||
Administrator/ Benchmark Event | |||||
(c) | Redemption: | ||||
Delayed Redemption on Occurrence of an | |||||
Additional Disruption Event and/or Optional | |||||
Additional Disruption Event: Not applicable | |||||
(b) | CNY Payment Disruption | Not applicable | |||
Event: | |||||
40. | Knock-in Event: | Not applicable | |||
41. | Knock-out Event: | Not applicable | |||
ISSUER CALL OPTION, NOTEHOLDER PUT OPTION AND AUTOMATIC EARLY | |||||
REDEMPTION | |||||
42. | Issuer Call Option: | Not applicable | |||
43. | Noteholder Put Option: | Not applicable | |||
44. | Automatic Early Redemption: | Applicable | |||
(a) | Automatic | Early | Single Standard Automatic Early Redemption: the SPS AER | ||
Redemption Event: | Value is equal to or less than the Automatic Early Redemption | ||||
Level | |||||
(b) | Automatic | Early | SPS Automatic Early Redemption Payout: | ||
Redemption Payout: | |||||
6 |
NA x (100% + AER Exit Rate) | |||
SPS AER Valuation is applicable | |||
And where: | |||
NA means EUR 1,000 | |||
SPS AER Value means Underlying Reference Value | |||
SPS Valuation Date means Automatic Early Redemption | |||
Valuation Date | |||
Underlying Reference means the Underlying Reference Rate | |||
Underlying Reference Closing Price Value means, in respect | |||
of a SPS Valuation Date, the Underlying Reference Rate in | |||
respect of such day. | |||
Underlying Reference Strike Price means 1. | |||
Underlying Reference Value means, in respect of an | |||
Underlying Reference and a SPS Valuation Date, (i) the | |||
Underlying Reference Closing Price Value for such Underlying | |||
Reference in respect of such SPS Valuation Date (ii) divided by | |||
the relevant Underlying Reference Strike Price. | |||
(c) | Automatic | Early | Each Interest Payment Date from and including the Interest |
Redemption Date(s): | Payment Date due to fall on 17 June 2025 to and including the | ||
Interest Payment Date due to fall on 17 June 2035 | |||
(d) | Automatic | Early | 2.40 per cent. |
Redemption Level: | |||
(e) | Automatic | Early | Not applicable |
Redemption Percentage: | |||
(f) | AER Rate: | 0.00 per cent. | |
(g) | AER Exit Rate: | AER Rate | |
(h) | Automatic | Early | Two (2) T2 Business Days prior to the end of the relevant |
Redemption | Valuation | Interest Period, excluding the Interest Period due to commence | |
Date(s)/Period(s): | on 17 June 2035 | ||
(i) | Automatic | Early | Not applicable |
Redemption | Valuation | ||
Time: | |||
(j) | Observation | Price | Not applicable |
Source: |
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(k) | Underlying | Reference | Not applicable | |
Level 1: | ||||
(l) | Underlying | Reference | Not applicable | |
Level 2: | ||||
(m) | SPS AER Valuation: | Not applicable | ||
(n) | AER | Event | 1 | Not applicable |
Underlying(s): | ||||
(o) | AER | Event | 2 | Not applicable |
Underlying(s): | ||||
(p) | AER Event 1 Basket: | Not applicable | ||
(q) | AER Event 2 Basket: | Not applicable |
GENERAL PROVISIONS FOR VALUATION(S)
-
Strike Date, Strike Price, Not applicable Averaging Date(s), Observation
Period and Observation Date(s): - PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
- Interest:Applicable
Coupon Switch: Not applicable | ||
(i) | Interest | As per the Conditions. |
Period(s): | ||
(ii) | Interest Period | 17 June in each year from and including 17 June 2025 to and |
End Date(s): | including 17 June 2036 | |
(iii) | Business Day | None |
Convention for | ||
Interest Period | ||
End Date(s): | ||
(iv) | Interest Payment | 17 June in each year from and including 17 June 2025 to and |
Date(s): | including 17 June 2036 | |
(v) | Business Day | Modified Following |
Convention for | ||
Interest Payment | ||
Date(s): | ||
(vi) | Party responsible | Not applicable |
for calculating | ||
the Rate(s) of | ||
Interest and | ||
8 |
Interest Amount(s) (if not the Calculation Agent):
(vii) | Margin(s): | Not applicable |
(viii) | Minimum | 0.00 per cent. per annum |
Interest Rate: | ||
(ix) | Maximum | Not applicable |
Interest Rate: | ||
(x) | Day Count | None |
Fraction: | ||
(xi) | Determination | Not applicable |
Dates: | ||
(xii) | Accrual to | Not Applicable |
Redemption: |
- Rate of Interest:
- Coupon Rate:
Linked Interest
Applicable
Digital Coupon applicable
Single Digital Coupon Condition is applicable:
- if the Digital Coupon Condition is satisfied in respect of SPS Coupon Valuation Date(i):
Rate(i)
- if the Digital Coupon Condition is not satisfied in respect of SPS Coupon Valuation Date(i), as applicable:
zero
Where:
Barrier Level means 3.00 per cent.
Digital Coupon Condition means that the DC Barrier Value for the relevant SPS Coupon Valuation Date is equal to or less than the Barrier Level.
DC Barrier Value means Underlying Reference Value
i means 1 to 12, being the SPS Valuation Dates due to fall on 13 June 2025, 15 June 2026, 15 June 2027, 15 June 2028, 14
9
June 2029, 13 June 2030, 13 June 2031, 15 June 2032, 15
June 2033, 15 June 2034, 14 June 2035 and 13 June 2036
Rate(i) means 5.60 per cent. | ||
SPS Coupon Valuation Date means Underlying Interest | ||
Determination Date | ||
SPS Valuation Date means SPS Coupon Valuation Date | ||
Underlying Reference means the Underlying Reference | ||
Rate. | ||
Underlying Reference Closing Price Value means, in | ||
respect of a SPS Valuation Date, the Underlying Reference | ||
Rate in respect of such day. | ||
Underlying Reference Strike Price means 1 | ||
Underlying Reference Value means, in respect of an | ||
Underlying Reference and a SPS Valuation Date, (i) the | ||
Underlying Reference Closing Price Value for such | ||
Underlying Reference in respect of such SPS Valuation Date | ||
(ii) divided by the relevant Underlying Reference Strike | ||
Price. | ||
(b) | Fixed Rate Provisions: | Not applicable |
(c) | Floating Rate Provisions | Not applicable |
- Zero Coupon Provisions: Not applicable
PRODUCT SPECIFIC PROVISIONS FOR LINKED INTEREST (IF APPLICABLE)
47. | Linked Interest Notes: | Applicable | |||
(a) | Hybrid | Linked | Interest | Not applicable | |
Notes: | |||||
(b) | Index | Linked | Interest | Not applicable | |
Provisions: | |||||
(c) | Share Linked/ETI Share | Not applicable | |||
Linked | Interest | ||||
Provisions: | |||||
(d) | ETI | Linked | Interest | Not applicable |
Provisions:
- Debt Linked Interest Not applicable Provisions:
(f) Commodity Linked Not applicable Interest Provisions:
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BNP Paribas SA published this content on 13 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 April 2024 08:34:08 UTC.