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Cred Ag Co.30 | LSE:94YB | London | Bond |
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TIDM94YB
RNS Number : 8370O
Credit Agricole Corp & Inv Bank
14 June 2022
NOTICE TO HOLDERS OF SECURITIES
DATED 10 JUNE 2022
relating to the Final Terms dated 19 April 2022
Issue of up to GBP 10,000,000 Preference Share Linked Notes due June 2029
issued by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208
(the "Issuer")
under the UK
Structured Debt Instruments Issuance Programme
ISIN: XS2317945140
Series: 5472
(the "Securities")
Reference is made to:
(1) the Base Prospectus of the Issuer dated 7 May 2021 and its supplement dated 15 February 2022 approved by the Financial Conduct Authority (the "FCA") (the "2021 Base Prospectus") which are incorporated by reference in the Base Prospectus dated 6 May 2022 which constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the " 2022 Base Prospectus "), together the base prospectus (the "Base Prospectus"); and
(2) the final terms in respect of the Securities dated 19 April 2022 (the "Original Final Terms" and, together with the Base Prospectus, the "Securities Documentation").
Notice is hereby given to the holders of all outstanding Securities that the Issuer will, pursuant to General Condition 15 (MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER) amend and restate the Original Final Terms.
Accordingly, the Original Final Terms has been replaced in its entirety with the amended and restated Final Terms, a draft form of which is attached in the Appendix to this Notice (showing marked-up changes against the Original Final Terms) (the "Amended and Restated Final Terms ").
Capitalised terms used in this Notice and not defined have the meanings given to them in the Base Prospectus and the Amended and Restated Final Terms. Copies of the Securities Documentation and the Amended and Restated Final Terms are available at the offices of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée Scheffer, L-2520, Luxembourg.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
APPIX
MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that the target market for the Securities is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, MiFID II). Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MIFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that the target market for the Securities is retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA), and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (UK MiFIR). Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK PRIIPs Regulation - PROHIBITION OF SALES TO UK RETAIL INVESTORS WITHOUT KID - The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK) without an updated key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation).
PRIIPs Regulation - PROHIBITION OF SALES TO EEA RETAIL INVESTORS WITHOUT KID - The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) without an updated key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).
FINAL TERMS DATED 19 APRIL 2022
AMED AND RESTATED ON 10 JUNE 2022
Issue of up to GBP 10,000,000 Preference Share Linked Notes due June 2029
under the UK
Structured Debt Instruments Issuance Programme
By
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the "Terms and Conditions of the Securities" set forth in the Issuer's base prospectus dated 7 May 2021 approved by the Financial Conduct Authority (the "FCA")(the "2021 Base Prospectus"), as supplemented by the supplement dated 15 February 2022 (the " 2021 Terms and Conditions ") which are incorporated by reference in the Base Prospectus dated 6 May 2022 which constitutes a base prospectus for the purposes of the UK Prospectus Regulation including the 2021 Terms and Conditions which are incorporated by reference therein in order to obtain all the relevant information (the " 2022 Base Prospectus "). This document constitutes the Final Terms of the Securities described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the 2022 Base Prospectus which constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the " Base Prospectus ") in order to obtain all the relevant information. A summary of the issue of the Securities is annexed to these Final Terms. The Base Prospectus is available for viewing on the London Stock Exchange website ( https://www.londonstockexchange.com/ ) and during normal business hours at the registered office of Crédit Agricole CIB and on its website ( www.ca-cib.com ).
1 (a) Series Number: 5472 (b) Type of Securities: Notes (c) Tranche Number: 1 (d) Date on which the Not Applicable Securities become fungible: 2 Specified Currency: Pound Sterling (GBP) 3 Aggregate Nominal Amount: (a) Series: Up to GBP 10,000,000 (b) Tranche: Up to GBP 10,000,000 4 Issue Price: 100.00 per cent. of the Aggregate Nominal Amount 5 (a) Specified Denominations: GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up to and including GBP 1,999 Calculation of Redemption based on the Specified Denomination: Applicable (b) Minimum Trading Size: Applicable. The Minimum Trading Size is GBP 1,000 in aggregate nominal amount (c) Calculation Amount: GBP 1.00 6 (a) Issue Date: Ten (10) Business Days following
the Preference Share Underlying Initial Observation Date and scheduled to fall on 14 June 2022 (b) Trade Date(s): 6 April 2022 (c) Interest Commencement Not Applicable Date: 7 Redemption Date: Five (5) Business Days following the Preference Share Underlying Final Observation Date and scheduled to fall on 5 June 2029, subject to the provisions of Annex 6 (Preference Share Linked Conditions) and paragraph "Preference Share Linked Securities" of these Final Terms and subject to any early redemption date. 8 Type of Notes: a) Interest: Not Applicable b) Redemption: Preference Share Linked Security (Further particulars specified below in "PROVISIONS RELATING TO REDEMPTION") c) U.S. Securities: Not Applicable d) Other: Not Applicable e) Additional U.S. Regulatory Not Applicable Disclosure: f) Partly Paid Securities Not Applicable Provisions: 9 Date Board approval for Authorisation given by the Board issuance of Securities of Directors of the Issuer dated obtained: 8 February 2022 10 Method of distribution: Non-syndicated 11 Asset Conditions: Not Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 12 Fixed Rate Security: Not Applicable 13 Floating Rate Security: Not Applicable 14 Linked Interest Security: Not Applicable 15 Zero Coupon Security: Not Applicable PAYOFF FEATURES (IF ANY) RELATING TO INTEREST 16 Payoff Features: Not Applicable PROVISIONS RELATING TO REDEMPTION 17 Redemption Determination Not Applicable Date(s): 18 Redemption Method: a) Early Redemption Amount Not Applicable for the purposes of General See the provisions of Annex 6 Condition 6.2 (Early Redemption (Preference Share Linked Conditions) Trigger Events) determined and paragraph "Preference Share in accordance with: Linked Securities" of these Final Terms b) Final Redemption Amount Applicable (as specified in Condition for the purposes of General 6.1(c)) Condition 6.1 (Redemption by Instalments and Final Redemption) determined in accordance with: c) Fair Market Value Redemption Applicable, subject to the provisions Amount: of Annex 6 (Preference Share Linked Conditions) and paragraph 20(h) below d) Hedge Amount Not Applicable e) Fair Market Value Redemption Not Applicable Amount Percentage: f) Instalment Redemption Not Applicable Amount determined in accordance with: g) Physical Settlement: Not Applicable h) Clean-up Call Option Not Applicable (General Condition 6.7 (Clean-up Call Option)): 19 Instalment Securities: Not Applicable 20 Preference Share Linked Applicable in accordance with Securities: Annex 6 a) Preference Share: Broadwalk Investments Limited Preference Share Class: 161 b) Preference Share Underlying: FTSE 100(R) Index EURO STOXX 50(R) Index c) Information: The Terms of the Preference Share are available for inspection at the following website and/or address: www.documentation.ca-cib.com and on written request to the Distributor. The Preference Share Value will be published at the following price source: Bloomberg page "IDXS2317945140 <GO> " d) Redemption Date: Five (5) Business Days following the Preference Share Underlying Final Observation Date and scheduled to fall on 5 June 2029 e) Preference Share Underlying 29 May 2029 Final Observation Date: f) Auto-call Redemption Five (5) Business Days following Date: the relevant Preference Share Underlying Early Observation Date on which the Preference Share Early Redemption Event has occurred g) Preference Share Underlying 28 May 2024 Early Observation Date: 27 May 2025 27 May 2026 27 May 2027 30 May 2028 h) Fair Market Value Redemption As specified in Preference Share Amount: Linked Condition 1.4(b) i) Extraordinary Events: Applicable j) Additional Disruption Applicable Event: 21 Linked Redemption Security: Not Applicable PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION 22 Payoff Features: Not Applicable 23 PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY Not Applicable GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 24 (a) Form: Bearer Form: Temporary Bearer Global Security exchangeable for a Permanent Bearer Global Security which is exchangeable for Definitive Bearer Securities only upon an Exchange Event (b) Notes in New Global NGN Notes Note form (NGN Notes) or Certificates in New Global Note form (NGN Certificates): 25 Business Day Convention Modified Following Payment Business for the purposes of "Payment Day Business Day" election in accordance with General Condition 5.6 (Payment Business Day): 26 Additional Financial Centre(s): London and New York City 27 Additional Business Centre(s): Not Applicable 28 Talons for future Coupons No or Receipts to be attached to Definitive Bearer Securities and dates on which such Talons mature: 29 Redenomination (for the Not Applicable purposes of General Condition 3.1): 30 (a) Redemption for tax Not Applicable reasons (General Condition 6.3 (Redemption for tax reasons)): (b) Special Tax Redemption Not Applicable
(General Condition 6.4 (Special Tax Redemption)): (c) Redemption for FATCA Applicable Withholding (General Condition 6.5 (Redemption for FATCA Withholding)): (d) Regulatory Redemption Applicable or Compulsory Resales (General Condition 6.6 (Regulatory Redemption or Compulsory Resales)): (e) Events of Default Applicable (General Condition 10 (Events of Default)): (f) Illegality and Force Applicable Majeure (General Condition 19 (Illegality and Force Majeure)): 31 Gross Up (General Condition Not Applicable 8.2 (Gross Up)): 32 Calculation Agent: Crédit Agricole Corporate and Investment Bank 33 Delivery Agent (Share Not Applicable Linked Securities subject to physical delivery): 34 Governing Law: English law Governing law for the English law Guarantee: 35 Essential Trigger: Not Applicable 36 Business Day Convention: Modified Following Business Day Convention 37 Benchmark Provisions: a) Relevant Benchmark: Applicable as per the relevant Additional Conditions applicable to the Securities. b) Specified Public Source: As per the definition in the Definitions Condition c) Impacted Index: Not Applicable d) Close of Business: Not Applicable OPERATIONAL INFORMATION 38 Branch of Account for Not Applicable the purposes of General Condition 5.5 (General provisions applicable to payments): THIRD PARTY INFORMATION Not Applicable
Signed on behalf of the Issuer:
By
Duly authorised
PART B - OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING Listing and admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's main market with effect from or as soon as practicable after the Issue Date and to be admitted to the Official List of the London Stock Exchange. 2 RATINGS The Securities to be issued have not been rated 3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE "Save as discussed in the Base Prospectus and save for any fees payable to the Dealer, and any distributor in connection with the issue of Securities, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer." 4 REASONS FOR THE OFFER AND, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (a) Reasons for the offer: General corporate purposes - See "Use of Proceeds" wording in Base Prospectus (b) Estimated net proceeds: Issue Price x Aggregate Nominal Amount (c) Estimated total expenses: GBP 445 plus EUR 500 including listing costs and excluding regulatory fees where applicable 5 PERFORMANCE OF PREFERENCE SHARE UNDERLYING AND OTHER INFORMATION CONCERNING THE PREFERENCE SHARE UNDERLYING Preference Share Underlying: FTSE 100(R) Index EURO STOXX 50(R) Index Where past and future performance The performance of the Preference and volatility of the Preference Share, and accordingly the Share Underlying can be found: Preference Share Linked Securities, is linked to the performance of the Preference Share Underlying, information relating to which can be obtained from, but not free of charge: Bloomberg Ticker: UKX https://www.ftserussell.com/products/indices/uk Bloomberg Ticker: SX5E https://www.stoxx.com/index-details?symbol=sx5e 6 DISTRIBUTION (a) Method of distribution: Non-syndicated (b) If syndicated: Not Applicable (c) If non-syndicated, name The following Dealer is procuring and address of Dealer: subscribers for the Securities: Crédit Agricole Corporate and Investment Bank of 12, Place des États-Unis, CS 70052, 92547 Montrouge Cedex, France (d) Indication of the overall The Distributor (as defined amount of the underwriting in paragraph 9 of this Part commission and of the placing B) will receive a distribution commission: commission embedded in the Issue Price of the Notes equal to a maximum amount of 1.00% of the Aggregate Nominal Amount (e) U.S. Selling Restrictions: To a Permitted Transferee outside the United States in accordance with Regulation S Securities in Bearer Form - TEFRA D (f) Public Offer where there Applicable is no exemption from the obligation under the FSMA to publish a prospectus: Offer Period: From 19 April 2022 until 27 May 2022 (included) Financial intermediaries granted (i) Walker Crips Investment specific consent to use the Management Limited, 128 Queen Base Prospectus in accordance Victoria St, London EC4V 4BJ with the conditions in it: (the Distributor or the Initial Authorised Offeror) (ii) any additional financial intermediary appointed by the Issuer and whose name is published on the Issuer's website ( https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU ) and identified as an Authorised Offeror in respect of the relevant Public Offer (each, an Additional Authorised Offeror) General Consent: Applicable Other Authorised Offeror Terms: Not Applicable (g) Prohibition of Sales to Not Applicable EEA Retail Investors: (h) Prohibition of Sales to Not Applicable UK Retail Investors: (i) U.S. Dividend Equivalent The Securities are not subject Withholding: to withholding under the Section 871(m) Regulations. 7 OPERATIONAL INFORMATION (a) ISIN Code: XS2317945140 (b) Temporary ISIN: Not Applicable (c) Common Code: 231794514 (d) VALOREN Code: Not Applicable (e) Other applicable security Not Applicable identification number: (f) Relevant clearing system(s) Not Applicable other than Euroclear Bank
S.A./N.V. and Clearstream Banking, S.A. and the relevant identification number(s): (g) Delivery: Delivery against payment (h) Names and addresses of Not Applicable additional Paying Agent(s) (if any): (i) Securities intended to No be held in a manner which Whilst the designation is specified would allow Eurosystem eligibility: as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them, the Securities may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Securities will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 8 UK Benchmarks REGULATION UK Benchmarks Regulation: Applicable: Amounts payable Article 29(2) statement on under the Securities are calculated benchmarks: by reference to a Preference Share which, in turn, reference the FTSE 100(R) Index which is provided by FTSE Russell and the EURO STOXX 50(R) Index which is provided by STOXX Limited. As at the date of these Final Terms, FTSE Russell and STOXX Limited are included in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority (FCA) pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of domestic law by virtue of the EUWA (the UK Benchmarks Regulation). 9 TERMS AND CONDITIONS OF THE OFFER Offer Price: Issue Price Conditions to which the offer The offer of the Notes is is subject: conditional on their issue. The Issuer reserves the right, in its absolute discretion, to cancel the offer and the issue of the Notes at any time prior to the Issue Date. The Issuer shall publish a notice on its website (http://www.documentation.ca-cib.com/IssuanceProgram) in the event that the offer is cancelled and the Notes are not issued pursuant to the above. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises its right to cancel the offer, such potential investor shall not be entitled to receive any Notes. Description of the application Prospective investors may process: apply to subscribe for Notes during the Offer Period. The Offer Period may be shortened or extended at any time and for any reason. In such case, the Issuer shall give notice to the investors as soon as practicable before the end of the Offer Period by means of a notice published on its website (http://www.documentation.ca-cib.com/IssuanceProgram) . Applications for the Notes can be made during the Offer Period through the Distributor. The applications can be made in accordance with the Distributor's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the Notes. A prospective investor should contact the Distributor prior to the end of the Offer Period. A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Distributor relating to the subscription of securities generally. There are no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be as otherwise specified herein.
The total amount of the securities offered to the public is up to GBP 10,000,000. The definitive amount of the offer will be published on the website of the Issuer (http://www.documentation.ca-cib.com/IssuanceProgram) on or around the Issue Date. Description of the application Prospective investors may process: apply to subscribe for Notes during the Offer Period. The Offer Period may be shortened or extended at any time and for any reason. In such case, the Issuer shall give notice to the investors as soon as practicable before the end of the Offer Period by means of a notice published on its website (http://www.documentation.ca-cib.com/IssuanceProgram) . Applications for the Notes can be made during the Offer Period through the Distributor. The applications can be made in accordance with the Distributor usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the Notes. A prospective investor should contact the Distributor prior to the end of the Offer Period. A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Distributor relating to the subscription of securities generally. There are no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be as otherwise specified herein. The total amount of the securities offered to the public is up to GBP 10,000,000. The definitive amount of the offer will be published on the website of the Issuer (http://www.documentation.ca-cib.com/IssuanceProgram) on or around the Issue Date. Details of the minimum and/or There is no maximum amount maximum amount of the application: of application. Minimum amount of application is GBP 1,000. Description of the possibility Not Applicable. to reduce subscriptions and manner for refunding amounts paid in excess by applicants: Details of the method and time The Notes will be available limits for paying up and delivering on a delivery versus payment the Securities: basis. The Notes offered to investors will be issued on the Issue Date against payment by the Distributor, via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Distributor of the settlement arrangements in respect of the Notes at the time of such investor's application. The Issuer estimates that the Notes will be delivered to the investor's respective book-entry securities account on or around the Issue Date. Whether tranches have been Publication on the website reserved for certain countries of the Issuer in and date on which results (http://www.documentation.ca-cib.com/IssuanceProgram) of the offer are to be made on or around the Issue Date public: Procedure for exercise of any Not Applicable right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranches have been Not Applicable reserved for certain countries Process for notifying applicants Applicants will be notified of the amount allotted and directly by the Distributor an indication whether dealing of the success of their application. may begin before notification Dealing in the Notes may commence is made: on the Issue Date. Amount of any expenses and Responsibility for any tax taxes charged to the subscriber implications of investing or purchaser: in these Notes rests entirely with the subscriber or purchaser. For the Offer Price which includes the fees payable upfront to the Distributor see above "Offer Price". Name(s) and address(es), to The Authorised Offeror(s) the extent known to the Issuer, identified above and identifiable of the placers in the United from the Base Prospectus Kingdom: Name and address of the entities Not Applicable which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the
main terms of their commitments:
ANNEX A - INDEX SPONSOR DISCLAIMER
FTSE 100(R) Index
The Securities (the "Product") has been developed solely by CREDIT AGRICOLE CIB. The Product is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the "LSE Group"). FTSE Russell is a trading name of certain of the LSE Group companies. All rights in the FTSE 100 Index (the "Index") vest in the relevant LSE Group company which owns the Index. "FTSE(R)", "Russell(R)", "FTSE Russell(R)" are trade marks of the relevant LSE Group company and is/are used by any other LSE Group company under license. The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by CREDIT AGRICOLE CIB.
EURO STOXX 50(R) Index
STOXX Ltd., Qontigo Index GmbH and their licensors, research partners or data providers have no relationship to Crédit Agricole CIB other than the licensing of the EURO STOXX 50(R) (hereinafter "Index") and the related trademarks for use in connection with the Securities (hereinafter the "Products"). In case the Index is an iSTOXX or idDAX index, note that such indices are tailored to a customer request or market requirement based on an individualized rule book which is not integrated into the STOXX index family or DAX index family. STOXX Ltd., Qontigo Index GmbH and their licensors, research partners or data providers do not: >> sponsor, endorse, sell or promote the Products or recommend that any person invest in the Products or any other securities. >> have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Products. >> have any responsibility or liability for the administration, management or marketing of the Products. >> consider the needs of the Products or the owners of the Products in determining, composing or calculating the Index or have any obligation to do so. STOXX Ltd. and Qontigo Index GmbH respectively as the licensor and their licensors, research partners or data providers give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with the Products or their performance. Specifically, >> STOXX Ltd., Qontigo Index GmbH and their licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about: - the results to be obtained by the Products, the owner of the Products or any other person in connection with the use of the Index and the data included in the Index; - the accuracy, timeliness, and completeness of the Index and its data; - the merchantability and the fitness for a particular purpose or use of the Index and its data; - the performance of the Products generally. >> STOXX Ltd., Qontigo Index GmbH and their licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the Index or its data; >> Under no circumstances will STOXX Ltd., Qontigo Index GmbH or their licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the EURO STOXX 50(R) or its data or generally in relation to the Products even in circumstances where STOXX Ltd., Qontigo Index GmbH or their licensors, research partners or data providers are aware that such loss or damage may occur. In case the Index is a Decrement index, STOXX Ltd., Qontigo Index GmbH and their licensors, research partners or data providers >> expressly declare that the valuation and calculation methodologies for the Index require deductions from the index performance (the "Performance Deductions") and therefore may not be reflecting the aggregate fair or full performance of the Index. >> do not have any responsibility for, and do not purport, neither expressly nor by implication, that any Performance Deduction is adequate or sufficient for any particular purpose, such as serving as a sufficient basis for achieving capital protection in capital protected products. STOXX Ltd. and Qontigo Index GmbH do not assume any contractual relationship with the purchasers of the Product or any other third parties. The licensing agreement between the EURO STOXX 50(R) and the respective licensors solely for their benefit and not for the benefit of the owners of the Products or any other third parties.
ANNEX B - ISSUE SPECIFIC SUMMARY
1. INTRODUCTION AND DISCLAIMERS
Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB or the Issuer) is a limited liability company incorporated in France as a "société anonyme" with a board of directors whose registered office is located at 12, place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. The legal entity identifier (LEI) of the Issuer is 1VUV7VQFKUOQSJ21A208.
The debt securities (the Notes) issued by the Issuer are structured notes whose return depends ultimately on the performance of an index included in a basket of indices. The Notes are identified by the ISIN Code XS2317945140.
This document constitutes the Summary to the Prospectus (as defined below) (the Summary) for the purpose of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) and must be read in conjunction with:
- the base prospectus dated 6 May 2022 (the "2022 Base Prospectus") which incorporates by reference the "Terms and Conditions of the Securities" set forth in the Issuer's base prospectus dated 7 May 2021 as supplemented by the supplement dated 15 February 2022 (the "2021 Terms and Conditions approved by the Financial Conduct Authority (the FCA), as competent authority under the UK Prospectus Regulation (the Base Prospectus) completed by
- the Amended and Restated Final Terms dated 10 June 2022 (the Final Terms),
which together constitute a prospectus for the purposes of the UK Prospectus Regulation containing the necessary information concerning the issuer and the securities offered to the public or to be admitted to trading on a regulated market (the Prospectus).
Full information on the Issuer, and the offer of the Notes is only available on the basis of the combination of the Base Prospectus and the Final Terms.
Warning to the reader
This summary should be read as an introduction to the Prospectus. Any decision to invest in the Notes should be based on a thorough review of the Prospectus as a whole, including the Base Prospectus, any documents incorporated by reference thereto, any supplement from time to time and the Final Terms, by the investor.
An investor may lose all or part of the capital invested in the Notes issued by the Issuer. Where an action relating to the information contained in the Prospectus is brought before a court, the plaintiff investor may, under national law, be required to bear the costs of translation of the Prospectus before the commencement of the legal proceedings.
Civil liability will only be sought from the persons who filed the Summary, including any translation thereof, but only if the contents of the Summary are found to be misleading, inaccurate or inconsistent when read together with other parts of the Prospectus or if it does not provide, when read together with the other parts of the Prospectus, key information to assist investors when considering investing in such Notes.
You are about to buy a product that is not simple and can be difficult to understand.
2. KEY INFORMATION ABOUT THE ISSUER
2.1 Who is the issuer of the securities?
Crédit Agricole CIB is a limited liability company incorporated in France as a "société anonyme" (joint stock company) with a Board of Directors governed by ordinary company law, in particular the Second Book of the French Code de commerce. Its registered office is located at 12 place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. Its legal entity identifier (LEI) is 1VUV7VQFKUOQSJ21A208.
Crédit Agricole CIB is a credit institution approved in France and authorised to conduct all banking operations and provide all investment and related services referred to in the French Code monétaire et financier. In this respect, Crédit Agricole CIB is subject to oversight of the European and French responsible supervisory authorities, particularly the European Central Bank and the French Prudential and Resolution Supervisory Authority (ACPR). In its capacity as a credit institution authorised to provide investment services, Crédit Agricole CIB is subject to the French Code monétaire et financier, particularly the provisions relating to the activity and control of credit institutions and investment service providers.
A. Principal activities
The principal activities of Crédit Agricole CIB are mainly:
-- Financing: The financing business combines structured financing and commercial banking in France and abroad. Banking syndication is involved in both of these activities.
-- Capital markets and investment banking: This business includes capital markets, as well as investment banking.
-- Wealth Management: The Wealth Management offers a tailored approach allowing each individual customer to manage, protect and transfer their assets in a manner which best fits their aspirations. Our teams offer expert and first class services for the management of both private and business assets.
B. Organisational Structure / Major shareholders
The Issuer and the companies of the Crédit Agricole CIB Group (the Group) are directly owned by Crédit Agricole S.A., the listed entity of the Crédit Agricole S.A. group (the Crédit Agricole Group). Crédit Agricole S.A is the parent company of the Group. The Group is the corporate and investment banking arm of the Crédit Agricole Group.
C. Key executives
The Chief Executive Officer of the Issuer is Jacques Ripoll.
D. Statutory Auditors
The statutory auditors of Crédit Agricole CIB are PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly sur Seine, France and Ernst & Young et Autres, 1-2, place des Saisons, 92400 Courbevoie, Paris-La-Défense, France, which both are a member of the Compagnie régionale des commissaires aux comptes de Versailles.
2.2 What is the key financial information concerning the Issuer?
The following tables show selected key financial information (within the meaning of Delegated Regulation (EU) 2019/979 as it forms part of domestic law by virtue of the EUWA (UK Delegated Regulation) of the Issuer for the financial years ending 31 December 2020 and 31 December 2021 (all figures are expressed in millions of euros):
A. Income statement for credit institutions 30/06/2020 31/12/2020 30/06/2021 31/12/2021 (audited) (audited) ============ ============ ============ Net interest income (or equivalent) 1,479 3,182 1,631 3,377 ================================= ============ ============ ============ ============ Net fee and commission income 494 939 424 941 ================================= ============ ============ ============ ============ Net impairment loss on - - - - financial assets ================================= ============ ============ ============ ============ Net trading income 1,067 1,738 903 1,501 ================================= ============ ============ ============ ============ Measure of financial performance used by the issuer in the financial statements such as operating profit 1,223 2,435 1,044 2,218 ================================= ============ ============ ============ ============ Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) ie. Net income Group share 672 1,341 789 1,691 ================================= ============ ============ ============ ============ B. Balance sheet for non-equity securities Value as outcome from the most recent Supervisory Review and Evaluation 30/06/2020 31/12/2020 30/06/2021 31/12/2021 Process ('SREP') (audited) (audited) (unaudited) ---------------------- Total assets 631,396 593,890 595,835 599,721 Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Senior debt 51,858 42,229 46,609 51,768 Not Applicable 4,079 ======================== -------------- -------------- -------------- -------------- ---------------------- Subordinated debt 4,518 4,351 4,188 4,079 Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Loans and receivables from customers (net) 153,339 142,000 147,385 165,830 Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Deposits from customers 153,449 149,084 150,356 159,578 Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Total equity 22,983 22,606 25,534 26,520 Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Non performing loans (based on gross carrying amount)/Loans and receivables) 2.1% 2.2% 2.1% 1.8% Not Applicable ======================== -------------- -------------- -------------- -------------- ---------------------- Phased-in Common Equity Tier 1 capital (CET1) ratio or other relevant prudential capital adequacy ratio depending on the issuance 10.9% 11.7% 11.2% 11.7% 7. 9% ======================== -------------- -------------- -------------- -------------- ---------------------- Phased-in Total Capital Ratio 18.2% 19.2% 20.6% 21.0% 12.0% ======================== ============== ============== ============== ============== ====================== Leverage Ratio calculated under applicable regulatory framework 3.3 % 3.5% 3.7% 4.0% Not Applicable ======================== ============== ============== ============== ============== ====================== C. Qualifications in the audit report
The audit reports do not contain any qualifications with respect to Crédit Agricole CIB' historical financial information.
2.3 What are the issuer's specific risks?
The following risks have been identified as being significant and specific to the Issuer and of a nature, should they materialise, to have a significant negative impact on its business activity, its financial position and its access to various sources of financing:
1) Credit and counterparty risks, which include the Issuer's credit risk, the Issuer's counterparty risk in connection with its market activities or the Issuer's credit risk in connection with its securitization transactions on behalf of clients;
2) Financial risks, which include liquidity risk, market risk, foreign exchange risk, risk of holding equities, issuer's risk and global interest rate risk; and
3) Operational risks and associated risks, which include fraud, human resource risks, legal and reputational risks, compliance risks, tax risks, information systems risks, providing of inappropriate financial services (conduct risk), risks of failure of business processes including credit processes, or the use of a model (model risk), as well as potential financial consequences related to the management of reputational risk.
3. KEY INFORMATION ON THE SECURITIES
3.1 What are the main characteristics of securities?
A. General
The Notes to be issued by the Issuer are structured notes whose return depends on the performance of preference share class 161 issued by Broadwalk Investments Limited (the Preference Share). The Preference Share Underlying is an index included in a basket of indices comprising the FTSE 100(R) Index (Bloomberg Ticker: UKX) and the EURO STOXX 50(R) Index (Bloomberg Ticker: SX5E)
The value of the Preference Share will be published at the following price source: Bloomberg page "IDXS2317945140<GO>". The Notes will be identified by the ISIN Code XS2317945140.
The Notes are denominated in Pound Sterling (GBP) (the Specified Currency) and any redemption amount payable will be settled in the Specified Currency.
The nominal amount of the Notes offered is up to GBP 10,000,000, represented by 10,000 Notes with a notional amount of GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up to and including GBP 1,999 (the Notional Amount). The issue price is 100.00% of the aggregate nominal amount of the Notes.
The minimum trading size is GBP 1,000 in aggregate nominal amount.
The Notes will be issued ten (10) Business Days following 27 May 2022 (the Preference Share Underlying Initial Observation Date) and scheduled to fall on 14 June 2022 (the Issue Date) in the form of new global notes bearer securities . The maturity date of the Notes is scheduled to fall on 5 June 2029 (the Maturity Date) subject to any early redemption date.
The Notes are governed by English law.
B. Ratings
Not applicable, the Notes have not been rated.
C. Description of the rights, ranking and restrictions attached to the Notes
Ranking: the Notes constitute direct and, unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and (subject to certain exceptions established by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, present or future.
Substitution: Not Applicable
D. Interest:
No periodic coupons are paid on the Notes.
E. Redemption:
Early Redemption Events: the terms and conditions of the Notes provide for events triggering the early redemption of the Notes. The Notes will become due and payable upon notice to investors following the occurrence of any such early redemption event.
- If a Preference Share Early Redemption Event has occurred:
Upon the occurrence of a Preference Share Early Redemption Event, the Notes shall be redeemed at the Auto-call Redemption Amount (as defined below) five (5) Business Days following the relevant Preference Share Underlying Early Observation Date (as set out in the table below) on which the Preference Share Early Redemption Event has occurred.
Period Preference Share Underlying Early Barrier Level Early Observation Date (expressed as a percentage of the Preference Share Initial) 1 28 May 2024 90.00% ---------------------------- ---------------------------- 2 27 May 2025 90.00% ---------------------------- ---------------------------- 3 27 May 2026 90.00% ---------------------------- ---------------------------- 4 27 May 2027 90.00% ---------------------------- ---------------------------- 5 30 May 2028 90.00% ---------------------------- ----------------------------
- If no Preference Share Early Redemption Event has occurred:
Provided that the Notes have not been early redeemed, the Notes will be redeemed at the Final Redemption Amount (as defined below) five (5) Business Days following 29 May 2029 (the Preference Share Underlying Final Observation Date) and scheduled to fall on 5 June 2029 (the Maturity Date).
Where a Preference Share Early Redemption Event will occur on any Preference Share Underlying Early Observation Date (as specified in the table above) if the closing level of each index is greater than or equal to the relevant Early Barrier Level that corresponds to such date (as also specified in the table above).
Auto-call Redemption Amount / Final Redemption Amount:
The investor will receive a cash settlement amount per Note in the Specified Currency equal to the following Auto-call Redemption Amount / Final Redemption Amount:
Notional Amount x (Preference Share Final / Preference Share Initial)
Where:
Preference Share Final means the value of the Preference Share on either, as the case may be:
- if a Preference Share Early Redemption Event has occurred: two business days following the relevant Preference Share Underlying Early Observation Date;
- otherwise: two business days following the Preference Share Underlying Final Observation Date; and
Preference Share Initial means the value of the Preference Share on the Issue Date, being GBP 1.00.
Other redemption events:
During the life of the Notes, they may also be redeemed at their fair market value:
-- at the hand of the Issuer, following an event of illegality or an event of force majeure or for regulatory or compulsory resales; or
-- in the hand of the holders, in the event of an event of default or in the event of a FATCA withholding tax case.
The Issuer may at any time redeem Notes on the market at any price agreed with the seller(s), subject to applicable laws and regulations.
3.2 Where will the securities be traded?
The Notes are expected to be admitted to trading as soon as practicable following the Issue Date on the London Stock Exchange's main market, a UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA.
3.3 Are the securities covered by a guarantee?
Not Applicable
3.4 What are the main risks specific to securities?
There are risk factors which are material for the purpose of assessing the risks related to the Notes, including the following:
1) The trading price of the Notes may fall in value as rapidly as it may rise and Noteholders may sustain a total loss of their investment;
2) The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Although application is expected to be made for the Notes to be admitted to trading on the London Stock Exchange's main market and to be admitted to the Official List of the London Stock Exchange, there is no assurance that the Notes will be so admitted or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market. Illiquidity may have an adverse effect on the market value of the Notes;
3) The implementation in France of the EU Bank Recovery and Resolution Directive could materially affect the rights of the Noteholders, the price or value of their investment in the Notes;
4) French insolvency law could have an adverse impact on Noteholders seeking repayment in the event that the Issuer, or its subsidiaries were to become insolvent and could have a material adverse effect on the market value of the Notes;
5) The risk relating to the unsecured nature of the Notes, the absence of negative pledge and debt restrictions with respect to the Issuer, all of which could have an adverse effect on the market value of the Notes;
6) The risks associated with the provisions of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA (the UK Benchmarks Regulation), which may have an adverse effect on the performance of the Underlying or lead to its disappearance and as a consequence, could have an adverse effect on the value or liquidity of, and return on, the Notes;
7) The optional redemption feature of the Notes might negatively affect the market value of the Notes. The Noteholders may not receive the total amount of the capital invested;
8) The Auto-call Redemption Amount and the Final Redemption Amount of the Notes are dependent upon changes in the market value of the Preference Share Underlying, which could adversely affect the market value of the Notes. In addition, the Early Redemption Amount and the Final Redemption Amount may be less than the nominal amount of the Notes and the holders of Notes may lose all or part of the amount of the principal invested;
9) An investment in the Notes does not confer any legal or beneficial interest in the Preference Share or any Preference Share Underlying or any voting rights, right to receive dividends or other rights that a holder of the Preference Share or any Preference Share Underlying may have. Potential losses in value of the Notes cannot be compensated by other income; and
10) The Notes are not principal protected and investors are exposed to the performance of the Preference Share which are in turn exposed to the performance of the Preference Share Underlying; accordingly, they risk losing all or a part of their investment if the value of the Preference Share does not move in a positive direction.
4. KEY INFORMATION ON THE PUBLIC OFFER OF SECURITIES AND/OR ADMISSION TO TRADING ON A REGULATED MARKET
4.1 Under what conditions and according to what timetable can I invest in this security?
The Notes are offered for an amount of up to GBP 10,000,000.
The Notes are expected to be admitted to trading on London Stock Exchange's main market as soon as practicable after the Issue Date and to be admitted to the Official List of the London Stock Exchange.
The Notes will be offered to eligible counterparties, professional clients and/or retail investors during an open period from 19 April 2022 (included) until 27 May 2022 (included) (the Offer Period) in the United Kingdom, subject to (i) the Notes being admitted to trading, if applicable, and (ii) an early closure of the Offer Period in the Issuer's sole and absolute discretion depending on market conditions, as specified below.
Prospective investors may apply to subscribe for Notes during the Offer Period in the United Kingdom. The Offer Period may be shortened or extended at any time and for any reason. In such case, the Issuer shall give notice to the investors as soon as practicable before the end of the Offer Period by means of a notice published on its website ( http://www.documentation.ca-cib.com/IssuanceProgram ).
Applications for the Notes can be made during the Offer Period through the Distributor (as defined below). The applications can be made in accordance with the Distributor's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer (as defined below) related to the subscription for the Notes.
A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Distributor relating to the subscription of securities generally.
The Notes will be available on a delivery versus payment basis. The Notes offered to investors will be issued on the Issue Date against payment by the Distributor, via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Distributor of the settlement arrangements in respect of the Notes at the time of such investor's application.
The Issuer estimates that the Notes will be delivered to the investor's respective book-entry securities account on or around the Issue Date. Applicants will be notified directly by the Distributor of the success of their application. Dealing in the Notes may commence on the Issue Date.
If the subscription for a Note occurs after the closing of the offering, the order will be automatically cancelled and the subscription proceeds will be returned to the relevant investor in accordance with the instructions communicated to Crédit Agricole CIB at the time of the subscription request. Subscription requests for Notes will be received within the limit of the number of Notes available. Subscription orders for Notes may be reduced in the event of oversubscription and any excess proceeds will be returned by Crédit Agricole CIB to the investor.
The minimum subscription amount for the Notes must be at least equal to the Notional Amount of a Note. There is no maximum subscription amount for Notes. Securities are offered at a price corresponding to 100 per cent. of the aggregate nominal amount of the Notes .
The Distributor (as defined below) will be paid aggregate commissions equal to a maximum of 1.00 per cent. of the aggregate nominal amount of the Notes.
There is no pre-emptive right to subscribe the Notes for the benefit of any category of persons.
The final amount of the offering will be notified by the Issuer to each investor via its website ( https://www.documentation.ca-cib.com/IssuanceProgram ) on or around the Issue Date.
Estimate of the total expenses: GBP 445 plus EUR 500 including listing costs and excluding regulatory fees where applicable.
No expenses will be charged to the investors.
4.2 Who is the offeror?
(i) Crédit Agricole CIB (the Dealer) (ii) Walker Crips Investment Management Limited, 128 Queen Victoria St, London EC4V 4BJ (the Distributor), (iii) any additional financial intermediary appointed by the Issuer and whose name is published on the Issuer's website (https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU), and (iv) any financial intermediary stating on its website that it uses the prospectus in accordance with the conditions set out under "Retail Cascades" in the Base Prospectus may offer the Notes.
4.3 Why is the Prospectus being prepared?
A. Net Proceeds and Use of Proceeds
The estimated net proceeds from the issue of the Notes of up to GBP 10,000,000 will be used for the general financing needs of the Issuer.
B. Subscription Agreement :
Not applicable: the offer is not the subject of a subscription agreement.
C. Conflicts of interest:
The Issuer is also the calculation agent; as a result, conflicts of interest may exist between the calculation agent and the holders of Notes, in particular with respect to certain determinations and determinations that the calculation agent may make pursuant to the terms of the Notes and which may affect amounts due under the Notes.
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IODSFIFFLEESELM
(END) Dow Jones Newswires
June 14, 2022 07:48 ET (11:48 GMT)
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