PRIIPS/IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution Directive) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PRIIPS/IMPORTANT - PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 19 of the Guidelines published by ESMA on 3 August 2023 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
SOCIÉTÉ GÉNÉRALE
Legal Entity Identifier (LEI): O2RNE8IBXP4R0TD8PU41
FINAL TERMS DATED 25 MARCH 2024
Issue of EUR 250,000,000 3.625 per cent. Senior Preferred Notes due 27 March 2035
(the Notes)
under the Euro Medium Term Note - Paris Registered Programme
(the Programme)
Series no.: PA-196 / 24-03
Tranche no.: 1
Issue Price: 99.359 per cent.
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
(the Sole Bookrunner and Lead Manager)
BANCO SABADELL
DZ BANK AG
(the Co-Managers and, together with the Sole Bookrunner and Lead Manager, the Managers)
PART A - CONTRACTUAL TERMS
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. For a description of certain restrictions on offers and sales of Notes, see section headed "Subscription and Sale" in the Base Prospectus.
Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the Conditions) set forth under the heading "Terms and Conditions of the French Law Notes" in the base prospectus dated 19 December 2023 which received approval no. 23-518 on 19 December 2023 from the Autorité des marchés financiers (the AMF), as supplemented by the supplement dated 12 February 2024 which received approval no. 24-027 from the AMF on 12 February 2024 and the supplement dated 14 March 2024 which received approval no. 24-070 from the AMF on 14 March 2024, which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).
This document constitutes the final terms of the Notes (the Final Terms) described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. Copies of the Base Prospectus and these Final Terms are available for inspection and obtainable, upon request and free of charge, during usual business hours on any weekday from the head office of the Issuer and the specified offices of the Paying Agents. So long as Notes are outstanding, those documents will also be available on the websites of the AMF(www.amf-france.org)and of the Issuer(http://prospectus.socgen.com).
1. | (i) Series Number: | PA-196 / 24-03 |
(ii) Tranche Number: | 1 | |
2. | Specified Currency: | Euro (EUR) |
3. | Aggregate Nominal Amount: | |
(i) Series: | EUR 250,000,000 | |
(ii) Tranche: | EUR 250,000,000 | |
4. | Issue Price: | 99.359 per cent. of the Aggregate Nominal |
Amount of the Tranche | ||
5. | Specified Denomination: | EUR 100,000 |
6. | Issue Date and Interest Commencement | 27 March 2024 |
Date: | ||
7. | Maturity Date: | 27 March 2035 |
8. | Interest Basis: | 3.625 per cent. Fixed Rate |
(further particulars specified below) |
9. Redemption/Payment Basis:
10. Change of Interest Basis:Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
(further particulars specified below)
Not Applicable
11. Put/Call Options:
Clean-up Redemption Option
12. (i) Status:
Senior Preferred Notes pursuant to Article L. 613-30-3-I-3° of the French Code monétaire et financier
(ii)Date of corporate authorisations for issue of the Notes
Resolution of the Board of Directors dated 7 February 2024 and decision of the Issuer dated 19 March 2024
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Note Provisions
(i) Rate of Interest:Applicable
Unadjusted Fixed Rate Notes
3.625 per cent. per annum payable annually in arrear
(ii) Interest Payment Date:
(iii) Business Day Convention:
Applicable
27 March in each year from and including 27 March 2025 up to and including the Maturity Date
Not Applicable (unadjusted)
(iv) Additional Business Centres:
Not Applicable
(v) Fixed Coupon Amount:
EUR 3,625 per Note of EUR 100,000 Specified Denomination, payable on each Interest Payment Date
(vi) Day Count Fraction:
Actual/Actual (ICMA)
(vii) Broken Amount:
Not Applicable
(viii) Resettable Notes
Not Applicable
(ix) Determination Date(s):
27 March in each year
14. Floating Rate Note Provisions
15. Zero Coupon Notes
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16. Issuer Call Option
Not Applicable
17. Make-Whole Redemption Option
Not Applicable
18. Residual Maturity Redemption Option
Not Applicable
19. Clean-up Redemption Option
Applicable
(i)Clean-up Percentage :
75 per cent.
(i)Optional Amount(s):Redemption
EUR 100,000 per Note of EUR 100,000 Specified Denomination
20. Redemption at the Option of the Noteholders
Not Applicable
21. Final Redemption Amount:
EUR 100,000 per Note of EUR 100,000 Specified Denomination
22. Early Redemption Amount:
EUR 100,000 per Note of EUR 100,000 Specified Denomination
23. MREL or TLAC Disqualification Event:
Not Applicable
24. Events of Default:
Applicable
25. Prior permission of the Relevant
Resolution Authority with respect to Senior Notes:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26. Form of Notes:
27. Additional Financial Centre for the purposes of Condition 4(e) of the French Law Conditions:Dematerialised Notes
Bearer form (au porteur)
Not Applicable
28. Payments on non-Payment Business Days (Condition 4(e) of the French Law Conditions)
Following
29. Talons for further Coupons to be attached to Definitive Bearer Notes:
30. Redenomination applicable:
Not Applicable
31. | Consolidation applicable: | Not Applicable |
32. | Meeting and Voting Provisions | No Masse |
(Condition 12 of the French Law | ||
Conditions): | ||
33. | Governing law: | The Notes and any non-contractual obligations |
arising out of or in connection with the Notes will | ||
be governed by, and shall be construed in | ||
accordance with, French law. | ||
PURPOSE OF FINAL TERMS | ||
By: |
These Final Terms comprise the final terms required for the issue of the Notes and admission to trading on Euronext Paris by Société Générale pursuant to its Euro Medium Term Note - Paris Registered Programme for which purpose they are hereby submitted.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms prepared in relation to Series PA-196 / 24-03, Tranche 1.
Signed on behalf of the Issuer:
Agathe ZINZINDOHOUE
Group Treasurer of the Issuer
Duly authorised
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing:
Application has been made for the Notes to be listed on Euronext Paris with effect from the Issue Date
(ii) Admission to trading:
Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date.
There can be no assurance that the listing and trading of the Notes will be approved with effect on the Issue Date or at all.
2. RATINGS
Ratings:
The Notes to be issued have not been rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Joint Bookrunners, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND ESTIMATED TOTAL EXPENSES
(i) Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(ii) Estimated net proceeds:
EUR 247,147,500
(iii) Estimated total expenses:
EUR 9,760
5. YIELD
Indication of yield:
Applicable
3.697 per cent. per annum
The yield is calculated at the Issue Date and is not an indication of any future yield.
6. OPERATIONAL INFORMATION
(i) ISIN:
(ii) Common Code:FR001400OXM7 279218043
(iii) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA or
Not Applicable
Euroclear France, SIX Swiss Exchange and the relevant identification number(s):
(iv) Delivery:
Delivery against payment
(v) Names and addresses of Additional Paying Agent(s) (if any):
Not Applicable
7.
DISTRIBUTION
(i) Method of distribution:
(ii) If syndicated:
(a) Names of the
Bookrunners:
(b) Stabilising any):
SyndicatedJoint
Sole Bookrunner and Lead Manager Société Générale
Co-Managers
Banco de Sabadell, S.A.
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am MainManager
(if
Société Générale
(iii) If non-syndicated, name of the relevant Dealer:
Not Applicable
(iv) U.S. selling restrictions:
Regulation S compliance category 2 / TEFRA Not Applicable
(v) Prohibition of Sales to EEA Retail Investors:
Applicable
(vi) Prohibition of Sales to UK Retail Investors:
Applicable
(vii) Additional selling restrictions:
Not Applicable
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Disclaimer
Société Générale SA published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 09:30:06 UTC.