FINAL TERMS
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 (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (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
- of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. 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.
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:
- 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 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of 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 / target market assessment - 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 in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that:
- the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes 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.
UK MiFIR product governance / target market assessment - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
1
Final Terms dated 11 January 2023
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of GBP 850,000,000 Fixed Rate Senior Non Preferred Notes due 13 June 2032
ISIN Code: FR001400F5X9
under the Euro Medium Term Note Programme
(the Programme)
Any person making or intending to make an offer 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 Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
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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 under the section entitled "Terms and Conditions of the French Law Notes" in the Base Prospectus dated 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers ("AMF") on 1 July 2022 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) (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate) which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in conjunction with the Base Prospectus to obtain all relevant information. The Base Prospectus and any Supplement(s) to the Base Prospectus are
available for viewing athttps://invest.bnpparibas/en/andhttps://rates- globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspxand, with these Final Terms, on the AMF website (www.amf-france.org) and copies may be obtained free of charge at the specified office of the Principal Paying Agent.
1. | Issuer: | BNP Paribas | |
2. | (i) | Trade Date: | 9 January 2023 |
Series Number: | 19910 | ||
Tranche Number: | 1 | ||
3. | Specified Currency: | Great British Pounds ("GBP") |
4. Aggregate Nominal Amount:
Series: | GBP 850,000,000 | ||
Tranche: | GBP 850,000,000 | ||
5. | Issue Price of Tranche: | 99.939 per cent. of the Aggregate Nominal Amount | |
6. | Minimum Trading Size: | Not applicable | |
7. | (i) | Specified Denomination: | GBP 100,000 |
Calculation Amount: | GBP 100,000 | ||
8. | (i) | Issue Date: | 13 January 2023 |
Interest Commencement | Issue Date | ||
Date: | |||
9. | (i) | Maturity Date: | 13 June 2032 |
(ii) | Business Day Convention for | Following | |
Maturity Date: | |||
10. | Form of Notes: | Bearer | |
11. | Interest Basis: | 5.750 per cent. Fixed Rate per annum (further particulars | |
specified below) | |||
12. | Coupon Switch: | Not applicable | |
13. | Redemption/Payment Basis: | Redemption at par | |
14. | Change of Interest Basis or | Not applicable | |
Redemption/Payment Basis: | |||
15. | Put/Call Options: | Not applicable | |
16. | Exchange Rate: | Not applicable | |
17. | Status of the Notes: | Senior Non Preferred Notes | |
MREL/TLAC Criteria Event: Not applicable | |||
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18. | Knock-in Event: | Not applicable |
19. | Knock-out Event: | Not applicable |
20. | Method of distribution: | Syndicated |
21. | Hybrid Notes: | Not applicable |
22. | Tax Gross-Up: | Condition 6(e) (No Gross-Up) of the Terms and |
Conditions of the French Law Notes not applicable | ||
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||
23. | Interest: | Applicable |
Interest Period(s): | As per Conditions | |
Interest Period End Date(s): | 13 June in each year, from and including 13 June 2023 to | |
and including the Maturity Date | ||
Business Day Convention for | Not applicable | |
Interest Period End Date(s): | ||
Interest Payment Date(s): | 13 June in each year, from and including 13 June 2023 to | |
and including the Maturity Date | ||
Business Day Convention for | Following | |
Interest Payment Date(s): | ||
Party responsible for | Calculation Agent | |
calculating the Rate(s) of | ||
Interest and Interest | ||
Amount(s): | ||
Margin(s): | Not applicable | |
Minimum Interest Rate: | Not applicable | |
Maximum Interest Rate: | Not applicable | |
Day Count Fraction: | Actual/Actual ICMA unadjusted | |
Determination Dates: | 13 June in each year | |
Accrual to Redemption: | Applicable | |
Rate of Interest: | Fixed Rate | |
Coupon Rate: | Not applicable | |
24. | Fixed Rate Provisions: | Applicable |
Fixed Rate of Interest: | 5.750 per cent. per annum payable annually in arrear on | |
each Interest Payment Date | ||
Fixed Coupon Amount(s): | GBP 5,750 per Calculation Amount | |
Broken Amount(s): | GBP 2,378.77 per Calculation Amount, payable on the | |
Interest Payment Date falling on 13 June 2023 | ||
25. | Resettable Notes: | Not applicable |
26. | Floating Rate Provisions: | Not applicable |
27. | Screen Rate Determination: | Not applicable |
28. | ISDA Determination: | Not applicable |
29. | FBF Determination: | Not applicable |
30. | Zero Coupon Provisions: | Not applicable |
31. | Index Linked Interest Provisions: | Not applicable |
32. | Share Linked/ETI Share Linked | Not applicable |
Interest Provisions: | ||
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- Inflation Linked Interest Provisions:
- Commodity Linked Interest Provisions:
- Fund Linked Interest Provisions:
- ETI Linked Interest Provisions:
- Foreign Exchange (FX) Rate Linked Interest Provisions:
- Underlying Interest Rate Linked Interest Provisions:
- Additional Business Centre(s) (Condition 3(f) of the Terms and Conditions of the English Law Notes or Condition 3(f) of the Terms and Conditions of the French Law Notes, as the case may be):
PROVISIONS RELATING TO REDEMPTION
- Final Redemption:
- Final Payout:
- Automatic Early Redemption:
- Issuer Call Option:
- Noteholder Put Option:
- Aggregation:
- Index Linked Redemption Amount:
- Share Linked/ETI Share Linked Redemption Amount:
- Inflation Linked Redemption Amount:
- Commodity Linked Redemption Amount:
- Fund Linked Redemption Amount:
- Credit Linked Notes:
- ETI Linked Redemption Amount:
- Foreign Exchange (FX) Rate Linked Redemption Amount:
- Underlying Interest Rate Linked Redemption Amount:
- Events of Default for Senior Preferred Notes:
- Administrator/Benchmark Event:
- Early Redemption Amount(s):
- Provisions applicable to Physical Delivery:
- Variation of Settlement:
Issuer's option to vary settlement:
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
TARGET2, London
Calculation Amount x 100 per cent.
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
Not applicable
The Issuer does not have the option to vary settlement in respect of the Notes.
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Disclaimer
BNP Paribas SA published this content on 13 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2023 10:39:08 UTC.