TIDM94YB
RNS Number : 6195P
Credit Agricole Corp & Inv Bank
18 November 2016
NOTICE TO HOLDERS OF NOTES
Date: 18 November 2016
Issue of EUR 3,000,000 Index Linked Interest and Redemption
Notes due April 2020
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (the "Issuer")
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Series 517 - ISIN Code: XS1223084564
under the EUR50,000,000,000
Structured Euro Medium Term Note Programme
(respectively the "Notes" and the "Programme")
Reference is made to:
(1) the base prospectus relating to the Programme dated 25 June
2014 as supplemented from time to time (the "Base Prospectus");
(2) the final terms in respect of the Notes dated 30 April 2015
(the "Original Final Terms" and, together with the Base Prospectus,
the "Notes Documentation").
Notice is hereby given to the holders of all outstanding Notes
that pursuant to General Condition 15 (Meetings of Noteholders,
Modification and Waiver) set out in the Base Prospectus and in
order to implement a modification of technical nature, the Original
Final Terms have been amended as follows:
paragraph 5(b) (Minimum Trading Size) of the Original Final
Terms:
(b) Minimum Trading
Size: EUR 100,000
has been deleted in its entirety and replaced by the following
paragraph instead:
(b) Minimum Trading Not Applicable
Size:
Accordingly the Original Final Terms have been replaced in their
entirety with the amended and restated final terms a draft form of
which is attached in the Appendix 1 to this Notice (showing mark-up
changes) (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 Notes 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 CIB FINANCIAL SOLUTIONS
30 April 2015
FINAL TERMS
as amended and restated on 18 November 2016
Issue of EUR 3,000,000 Index Linked Interest and Redemption
Notes due April 2020
under the EUR50,000,000,000
Structured Euro Medium Term Note Programme
by
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
guaranteed by CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Notes described
herein for the purposes of Article 5.4 of the Directive 2003/71/EC
(and amendments thereto, including the Directive 2010/73/EU, to the
extent implemented in the Relevant Member State), including any
relevant implementing measure in the Relevant Member State (the
Prospectus Directive) and must be read in conjunction with the Base
Prospectus dated 25 June 2014 together with any supplements
thereto, including those dated 4 July 2014, 9 September 2014 and 18
November 2014 (the Base Prospectus) which together constitute a
base prospectus for the purposes of the Prospectus Directive. Full
information on the Issuer, the Guarantor (if any) and the offer of
the Notes is only available on the basis of the combination of
these Final Terms and the Base Prospectus. A summary of the issue
of the Notes is annexed to these Final Terms at Annex A. The Base
Prospectus is available for viewing on the Luxembourg Stock
Exchange website (www.bourse.lu) and during normal business hours
at the registered office of Crédit Agricole CIB (www.ca-cib.com)
and the specified office of the Principal Paying Agent.
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
relevant Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of Prospectus Directive or otherwise or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive or
otherwise, in each case, in relation to such offer. Neither the
Issuer nor any Dealer has authorised, nor do they authorise, the
making of any offer of Notes in the circumstances where there is an
obligation to publish a prospectus or supplement.
For the avoidance of doubt, the Notes are not intended for
distribution to retail investors in the United Kingdom. For these
purposes, a retail investor is an investor that is not classified
as a professional client or eligible counterparty as set out in
Annex II of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
This document shall not be dispatched, copied to or otherwise
made available to, and the Notes may not be offered for sale to any
person in Switzerland, except to "qualified investors" as defined
in article 10 of the Swiss Act on Collective Investment Schemes
(CISA).
This document is neither a prospectus according to articles 652a
and 1156 of the Swiss Code of Obligations, a simplified prospectus
according to article 5 of the CISA nor a listing prospectus
according to the Listing Rules of the SIX Swiss Exchange Ltd.
The Notes do not constitute a collective investment scheme
within the meaning of the CISA. Consequently, the Notes are not
subject to authorisation or supervision by the Swiss Financial
Market Supervisory Authority (FINMA). Investors bear the issuer
risk.
1 (a) Series Number: 517
(b) Tranche Number: 1
(c) Date on which the Not Applicable
Notes become fungible:
2 Specified Currency: Euro ("EUR")
3 Aggregate Principal
Amount:
(a) Series: EUR 3,000,000
(b) Tranche EUR 3,000,000
4 Issue Price: 100 per cent. Of the
Aggregate Principal Amount
5 (a) Specified Denominations: EUR 1,000
(b) Minimum Trading Not Applicable
Size:
(c) Calculation Amount: EUR 1,000
6 (a) Issue Date: 30 April 2015
(b) Trade Date(s): 16 April 2015
(c) Interest Commencement Issue Date
Date:
7 Maturity Date: 30 April 2020, subject
to any early redemption
date
8 Type of Note:
(a) Interest: Linked Interest Note:
Index Linked Interest
Note
(Further particulars
specified below in "PROVISIONS
RELATING TO INTEREST
(IF ANY) PAYABLE" and
in "PAYOFF FEATURES (IF
ANY) RELATING TO INTEREST")
(b) Redemption: Relevant Redemption Method(s):
Growth Redemption
Linked Redemption Note:
Index Linked Redemption
Note
(Further particulars
specified below in "PROVISIONS
RELATING TO REDEMPTION")
(c) Other: Not Applicable
9 Date Board approval Authorisation given by
for issuance of Notes the Board of Directors
and Guarantee obtained: of Crédit Agricole
Corporate and Investment
Bank dated 17 June 2014
10 Method of distribution: Non-syndicated
11 Asset Conditions: Applicable in accordance
with Annex 1
-- Commodity Linked Not Applicable
Asset Conditions:
-- Index Linked Asset Applicable
Conditions:
-- FX Linked Asset Conditions: Not Applicable
-- Inflation Linked Not Applicable
Asset Conditions:
-- Rate Linked Asset Not Applicable
Conditions:
Not Applicable
* Multi-Asset Basket Linked Asset Conditions:
12 Alternative Currency Not Applicable
Equivalent:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13 Fixed Rate Note: Not Applicable
14 Floating Rate Note: Not Applicable
15 Linked Interest Note: Applicable
(a) Applicable to: All Interest Periods
(b) Interest Payment Semi-annually on 30 October
Date(s): 2015, 29 April 2016,
31 October 2016, 28 April
2017, 30 October 2017,
30 April 2018, 30 October
2018, 30 April 2019,
30 October 2019 and 30
April 2020
(c) Interest Period Not Applicable
Dates:
(d) Interest Determination As specified in the table
Date(s): below: Interest Interest
Determination Payment Date
Date
--------------- --------------
16 October 30 October
2015 2015
--------------- --------------
18 April 29 April
2016 2016
--------------- --------------
17 October 31 October
2016 2016
--------------- --------------
13 April 28 April
2017 2017
--------------- --------------
16 October 30 October
2017 2017
--------------- --------------
16 April 30 April
2018 2018
--------------- --------------
16 October 30 October
2018 2018
--------------- --------------
12 April 30 April
2019 2019
--------------- --------------
16 October 30 October
2019 2019
--------------- --------------
16 April 30 April
2020 2020
--------------- --------------
If an Interest Determination
Date is not an Exchange
Business Day, then such
Interest Determination
Date shall be the following
Exchange Business Day
(e) Business Day Convention Not Applicable
(f) Additional Business Not Applicable
Centres:
(g) Day Count Fraction: Not Applicable
(h) Interest Periods: Interest Periods will
be unadjusted
(i) Determination Date(s): Not Applicable
(j) Calculation Agent Crédit Agricole
responsible for calculating Corporate and Investment
the Linked Interest Bank
Rate and the Interest
Amount:
15A Commodity Linked Interest Not Applicable
Note:
15B Index Linked Interest Applicable
Note:
(a) Single Underlying: Applicable
-- Applicable for the Standard Interest Payoff
purposes of: : Standard Fixed Digital
Interest
-- Index: EURO STOXX 50 (R) Index
-- Proprietary Index: Not Applicable
-- Exchange: The principal stock exchange
on which the securities
comprising the Index
are principally traded
-- Index Sponsor: STOXX Limited, Zurich,
Switzerland
-- Related Exchange: EUREX
-- Valuation Time: Closing
-- Bloomberg Ticker: SX5E
(b) Basket/Multi-Asset Not Applicable
Basket:
15C FX Linked Interest Note: Not Applicable
15D Inflation Linked Interest Not Applicable
Note:
15E Rate Linked Interest Not Applicable
Note:
15F Multi-Asset Basket Linked Not Applicable
Interest Note:
15G Combination Interest Not Applicable
Payoff Provisions:
15H Standard Interest Payoff Applicable
Provisions:
(a) Standard Fixed Interest: Not Applicable
(b) Standard Floating Not Applicable
Interest:
(c) Standard Asian Option Not Applicable
Interest:
(d) Standard Collar Not Applicable
Interest:
(e) Standard Floater Not Applicable
Interest:
(f) Standard Floored Not Applicable
Floater Interest:
(g) Standard Inverse Not Applicable
Floater Interest:
(h) Standard Strangle Not Applicable
Interest:
(i) Standard Alternative Not Applicable
Basket Interest:
(j) Standard Strangle Not Applicable
Basket Interest:
(k) Standard Option Not Applicable
Basket Interest:
(l) Standard Lookback Not Applicable
Minimum Performance
Interest:
(m) Standard Lookback Not Applicable
Maximum Performance
Interest:
(n) Standard Maximum-Minimum Not Applicable
Interest:
(o) Standard Volbond Not Applicable
Interest:
(p) Standard Year on Not Applicable
Year Participation
Interest:
(q) Standard Lookback Not Applicable
Maximum Performance
Basket Interest:
(r) Standard Lookback Not Applicable
Minimum Performance
Basket Interest:
(s) Standard Maximum-Minimum Not Applicable
Basket Interest:
(t) Standard Volbond Not Applicable
Basket Interest:
(u) Standard Year on Not Applicable
Year Participation
Basket Interest:
(v) Standard Fixed Applicable in accordance
Digital Interest: with Annex 5, Part A,
Chapter 22
The Linked Interest applicable
to an Interest Accrual
period for Notes for
which Standard Fixed
Digital Interest is applicable
in respect of such Interest
Accrual Period shall
be calculated as follows:
(i) if the Underlying
Value is within the Range
on the relevant Interest
Observation Date, Fixed
Rate1; or
(ii) otherwise, Fixed
Rate2.
(See also paragraph 17(h)
of these Final Terms
for further information
in relation to Memory
Option Interest Switch
Payoff Feature)
All Interest Periods
* Applicable Interest Period:
Not Applicable
* Relevant Combination Interest Payoff:
Not Applicable
* Relevant Payoff Feature:
2.55% (flat)
* Fixed Rate1:
* Fixed Rate2: 0.00%
As described in paragraph
* Interest Observation Date(s): 15(d) of these Final
Terms
70% of the Index Level
* Lower Limit: on the Initial Underlying
Observation Date. For
the avoidance of doubt,
the Index Level on the
Initial Underlying Observation
Date is 3,751.72
Range
* Range: Range which means that
on the relevant Interest
Observation Date the
Underlying Value is greater
than or equal to the
Lower Limit and lower
than the Upper Limit
Index: EURO STOXX 50
* Underlying: (R) Index
(with further information
set out in paragraph
15B of these Final Terms)
Not Applicable
* Relevant Observation:
Infinity
* Upper Limit:
(w) Standard Fixed-to-Floating Not Applicable
Interest:
(x) Standard Range Not Applicable
Accrual Interest:
(y) Standard Resettable Not Applicable
Range Accrual Interest:
(z) Standard 3D Range Not Applicable
Accrual Interest:
(aa) Standard Total Not Applicable
Range Accrual Interest:
(bb) Standard Fixed Not Applicable
Digital Basket Interest:
(cc) Standard Power Not Applicable
Interest:
(dd) Standard Dual Not Applicable
Range Accrual Interest:
(ee) Standard Trend Not Applicable
Participation Interest:
(ff) Standard Lookback Not Applicable
Trend Participation
Interest:
(gg) Standard Average Not Applicable
Trend Participation
Interest:
(hh) Standard Trend Not Applicable
Participation Basket
Interest:
(ii) Standard Average Not Applicable
Trend Participation
Basket Interest:
(jj) Standard Multi Not Applicable
Fixed Digital Interest:
(kk) Standard Digital Not Applicable
to Participation Interest:
(ll) Standard Knock-out Not Applicable
Range Accrual Interest:
(mm) Standard Product Not Applicable
Basket Interest:
(nn) Standard Multi Not Applicable
Fixed Basket Interest:
(oo) Standard Fixed Not Applicable
Range Accrual Interest:
(pp) Standard ABF Interest: Not Applicable
(qq) Standard Worst Not Applicable
of Interest:
(rr) Standard Annualised Not Applicable
Performance Interest:
16 Zero Coupon Note: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
17 Payoff Features: Applicable
(a) Investor Interest Not Applicable
Switch Payoff Feature:
(b) Issuer Interest Not Applicable
Switch Payoff Feature:
(c) Knock-out Interest Not Applicable
Switch Payoff Feature:
(d) Knock-out Basket Not Applicable
Interest Switch Payoff
Feature:
(e) Target Interest Not Applicable
Switch Payoff Feature:
(f) Shout Option Performance Not Applicable
Lock-in Interest Payoff
Feature:
(g) Chooser Decay Interest Not Applicable
Switch Option Payoff
Feature:
(h) Memory Option Interest Applicable in accordance
Switch Payoff Feature: with Annex 7, Part A,
Chapter 8
The Interest Amount payable
on an Interest Payment
Date shall be equal to,
if the Interest Amount
payable in respect of
an Interest Period calculated
in accordance with the
Linked Interest and applicable
conditions, prior to
application of the Memory
Option Interest Switch
Payoff Feature is:
(i) greater than 0, then
at the amount payable
in respect of the relevant
Interest Period calculated
using the Linked Interest
multiplied by 1 plus
the number (if any) of
previous consecutive
Interest Periods for
which no interest amount
was paid, or
(ii) less than or equal
to 0, then 0.
(i) Applicable to: All Interest Periods
(ii) Linked Interest: Standard Fixed Digital
Interest
(as completed in paragraph
15H(v) of these Final
Terms for the purposes
of this Payoff Feature)
(i) Flexi Option Interest Not Applicable
Switch Payoff Feature:
(j) Pelican Option Not Applicable
Interest Switch Payoff
Feature:
(k) Dual Currency (Interest) Not Applicable
Payoff Feature:
(l) Credit Event Contingency Not Applicable
Interest Switch Payoff
Feature:
(m) Reset Option Interest Not Applicable
Payoff Feature:
(n) Single Interest Not Applicable
Payment Date Payoff
Feature:
(o) Additive Payoff Not Applicable
Feature:
(p) Currency Performance Not Applicable
Payoff Feature:
PROVISIONS RELATING TO REDEMPTION
18 Redemption Determination For the purposes of determining
Date(s): the Final Redemption
Amount: the Redemption
Observation Date (i.e.
16 April 2020)
(see also paragraph 23G(c)
of these Final Terms)
For the purposes of determining
an Early Redemption Amount:
each Knock-out Observation
Date
(as specified in paragraph
24(c) of these Final
Terms)
19 Redemption Method:
(a) Early Redemption Standard Redemption,
Amount for the purposes in accordance with Annex
of General Condition 9, Paragraph 2
6.2 (Early Redemption The Early Redemption
Trigger Events) determined Amount applicable for
in accordance with: the purposes of an Early
Redemption Date will
be equal to:
Reference Price x Principal
Amount - Redemption Unwind
Costs
as determined by the
Calculation Agent on
the Redemption Determination
Date.
(See also paragraph 24(c)
below for further information
in relation to the Knock-out
Early Redemption Trigger)
Investors should also
note that General Condition
6.8 apply for the purposes
of any early redemption
amount calculated in
accordance with the conditions
referred to in General
Condition 6.8
Not Applicable
* Redemption Payoff:
Not Applicable
* Redemption Unwind Costs:
100% of the principal
* Reference Price: amount of the Notes
(b) Final Redemption Growth Redemption in
Amount for the purposes accordance with Annex
of General Condition 9, Paragraph 4
6.1 (Redemption by The Final Redemption
Instalments and Final Amount to be applicable
Redemption) determined for the purposes of the
in accordance with: Redemption Determination
Date will be equal to:
(Reference Price x Redemption
Payoff) x Principal Amount
- Redemption Unwind Costs
as determined by the
Calculation Agent on
the Redemption Determination
Date.
Determined in accordance
* Redemption Payoff: with Combination Complex
Digital Redemption
(as completed in paragraph
23G(c) of these Final
Terms)
Not Applicable
* Redemption Unwind Costs:
Not Applicable
* Payoff Feature Unwind Costs:
100% of the principal
* Reference Price: amount of the Notes
(c) Fair Market Value Applicable
Redemption Amount:
(d) Instalment Redemption Not Applicable
Amount determined in
accordance with:
(e) Clean-up Call Option Not Applicable
(General Condition
6.7 (Clean-up Call
Option)):
20 Instalment Notes: Not Applicable
21 Credit Linked Notes: Not Applicable
22 Bond Linked Notes: Not Applicable
23 Linked Redemption Note: Applicable in accordance
with Annex 1
23A Commodity Linked Redemption Not Applicable
Note:
23B Index Linked Redemption Applicable in accordance
Note: with Annex 1, Chapter
2
(a) Single Underlying: Applicable
Combination Redemption
* Applicable for the purposes of: Payoff: Combination Complex
Digital Redemption
(with further information
set out in paragraph
23G(c) of these Final
Terms)
Standard Redemption Payoff:
Standard Year on Year
Participation Redemption
(as completed in paragraph
23H(o) of these Final
Terms)
EURO STOXX 50 (R) Index
* Index:
Not Applicable
* Proprietary Index:
The principal stock exchange
* Exchange: on which the securities
comprising the Index
are principally traded
STOXX Limited, Zurich,
* Index Sponsor: Switzerland
EUREX
* Related Exchange:
Closing
* Valuation Time:
SX5E
* Bloomberg Ticker:
(b) Basket/Multi-Asset Not Applicable
Basket:
(c) Additional Disruption Applicable in accordance
Event: with Index Linked Asset
Condition 3.4
(d) Observation Date(s): Means each of the following
dates: the Initial Underlying
Observation Date, the
Final Underlying Observation
Date and each Knock-out
Observation Date
(e) Maximum Days of Eight (8) Scheduled Trading
Disruption: Days
(f) Payment Extension Two (2) Scheduled Trading
Days: Days
23C FX Linked Redemption Not Applicable
Note:
23D Inflation Linked Redemption Not Applicable
Note:
23E Rate Linked Redemption Not Applicable
Note:
23F Multi-Asset Basket Not Applicable
Linked Redemption Note:
23G Combination Redemption Applicable
Payoff Provisions:
(a) Combination Addition Not Applicable
Redemption:
(b) Combination Capitalisation Not Applicable
Redemption:
(c) Combination Complex Applicable in accordance
Digital Redemption: with Annex 6, Part B,
Chapter 3
The Redemption Payoff
applicable to a Redemption
Determination Date for
Notes for which Combination
Complex Digital Redemption
is applicable shall be
calculated on such Redemption
Determination Date as
follows:
(1) If Underlying Value
is within the Range(3)
on each Redemption Observation
Date, Standard Redemption
Payoff(1) ; or
(2) Otherwise, Standard
Redemption(2)
Redemption Determination
* Applicable for the purposes of the following Date for the purposes
Redemption Determination Date(s): of determining the Final
Redemption Amount
(as completed in paragraph
18 of these Final Terms)
Not Applicable
* Applicable for the purposes of a Payoff Feature:
60% of the Index Level
* Lower Limit: on the Initial Underlying
Observation Date. For
the avoidance of doubt,
the Index Level on the
Initial Underlying Observation
Date is 3,751.72
Range(3) means that on
* Range: the relevant Redemption
Observation Date the
Underlying Value is greater
than or equal to the
Lower Limit and less
than the Upper Limit
16 April 2020
* Redemption Observation Date(s): (see also paragraph 18
of these Final Terms)
Not Applicable
* Redemption Observation Period(s):
Not Applicable
* Commencement Date:
Standard Fixed Redemption
* Standard Redemption Payoff(1) : (as completed in paragraph
23H(a) of these Final
Terms for the purposes
of this Combination Redemption
Payoff)
Standard Year on Year
* Standard Redemption Payoff(2) : Participation Redemption
(as completed in paragraph
23H(o) of these Final
Terms for the purposes
of this Combination Redemption
Payoff)
Index: EURO STOXX 50
* Underlying: (R) Index
(with further information
set out in paragraph
23B of these Final Terms)
Not Applicable
* Relevant Observation:
Infinity
* Upper Limit:
(d) Combination Division Not Applicable
Redemption:
(e) Combination Multiplication Not Applicable
Redemption:
(f) Combination Ratchet Not Applicable
Redemption:
(g) Combination Range Not Applicable
Redemption:
(h) Combination Resettable Not Applicable
Range Redemption:
(i) Combination Snowrange Not Applicable
Redemption:
(j) Combination Subtract Not Applicable
Redemption:
(k) Combination Maximum Not Applicable
Redemption:
(l) Combination Minimum Not Applicable
Redemption:
(m) Combination Complex Not Applicable
Digital Basket Redemption:
(n) Combination Complex Not Applicable
Digital Basket Contingency
Redemption:
(o) Combination Payoff-Linked Not Applicable
Digital Redemption:
23H Standard Redemption Applicable
Payoff Provisions:
(a) Standard Fixed Applicable in accordance
Redemption: with Annex 5, Part B,
Chapter 1
The Redemption Payoff
applicable to a Redemption
Determination Date for
Notes for which Standard
Fixed Redemption is applicable
shall be equal to the
Fixed Percentage.
Redemption Determination
* Applicable for the purposes of the following Date for the purposes
Redemption Determination Date(s): of determining the Final
Redemption Amount
(as defined in paragraph
18 of these Final Terms)
Combination Complex Digital
* Relevant Combination Redemption Payoff: Redemption
(see paragraph 23G(c)
of these Final Terms)
Applicable as Standard
* Applicable for the purposes of the Combination Redemption Payoff(1)
Redemption Payoff:
Not Applicable
* Relevant Payoff Feature:
100% per cent. per annum
* Fixed Percentage:
(b) Standard Asian Not Applicable
Option Redemption:
(c) Standard Collar Not Applicable
Redemption:
(d) Standard Floater Not Applicable
Redemption:
(e) Standard Floored Not Applicable
Floater Redemption:
(f) Standard Inverse Not Applicable
Floater Redemption:
(g) Standard Strangle Not Applicable
Redemption:
(h) Standard Alternative Not Applicable
Basket Redemption:
(i) Standard Strangle Not Applicable
Basket Redemption:
(j) Standard Option Not Applicable
Basket Redemption:
(k) Standard Lookback Not Applicable
Minimum Performance
Redemption:
(l) Standard Lookback Not Applicable
Maximum Performance
Redemption:
(m) Standard Maximum-Minimum Not Applicable
Redemption:
(n) Standard Volbond Not Applicable
Redemption:
(o) Standard Year on Applicable in accordance
Year Participation with Annex 5, Part B,
Redemption: Chapter 15
The Redemption Payoff
applicable to a Redemption
Determination Date for
Notes for which Standard
Year and Year Participation
Redemption is applicable
shall be calculated on
such Redemption Determination
Date as follows:
and expressed as a percentage.
Redemption Determination
* Applicable for the purposes of the following Date for the purposes
Redemption Determination Date(s): of determining the Final
Redemption Amount
Combination Complex Digital
* Relevant Combination Redemption Payoff: Redemption for the purposes
of determining the Final
Redemption Amount
(see paragraph 23G(c)
of these Final Terms)
Applicable as Standard
* Applicable for the purposes of the Combination Redemption Payoff(2)
Redemption Payoff:
Not Applicable
* Applicable for the purposes of a Payoff Feature:
Not Applicable
* Cap:
16 April 2020
* Final Underlying Observation Date(s):
Not Applicable
* Floor:
16 April 2015.
* Initial Underlying Observation Date(s): For the avoidance of
doubt, the Index Level
on the Initial Underlying
Observation Date is 3,751.72
Not Applicable
* Leverage:
Not Applicable
* Margin:
Index: EURO STOXX 50
* Underlying: (R) Index
(with further information
set out in paragraph
23B of these Final Terms)
Not Applicable
* Relevant Observation:
(p) Standard Lookback Not Applicable
Maximum Performance
Basket Redemption:
(q) Standard Lookback Not Applicable
Minimum Performance
Basket Redemption:
(r) Standard Maximum-Minimum Not Applicable
Basket Redemption:
(s) Standard Volbond Not Applicable
Basket Redemption:
(t) Standard Year on Not Applicable
Year Participation
Basket Redemption:
(u) Standard Fixed Not Applicable
Digital Redemption:
(v) Standard Fixed-to-Floating Not Applicable
Redemption:
(w) Standard Range Not Applicable
Accrual Redemption:
(x) Standard Resettable Not Applicable
Range Accrual Redemption:
(y) Standard 3D Range Not Applicable
Accrual Redemption:
(z) Standard Total Not Applicable
Range Accrual Redemption:
(aa) Standard Fixed Not Applicable
Digital Basket Redemption:
(bb) Standard Power Not Applicable
Redemption:
(cc) Standard Dual Not Applicable
Range Accrual Redemption:
(dd) Standard Trend Not Applicable
Participation Redemption:
(ee) Standard Lookback Not Applicable
Trend Participation
Redemption:
(ff) Standard Average Not Applicable
Trend Participation
Redemption:
(gg) Standard Trend Not Applicable
Participation Basket
Redemption:
(hh) Standard Average Not Applicable
Trend Participation
Basket Redemption:
(ii) Standard Multi Not Applicable
Fixed Digital Redemption:
(jj) Standard Digital Not Applicable
to Participation Redemption:
(kk) Standard Knock-out Not Applicable
Range Accrual Redemption:
(ll) Standard Product Not Applicable
Basket Redemption:
(mm) Standard Multi Not Applicable
Fixed Basket Redemption:
(nn) Standard Fixed Not Applicable
Range Accrual Redemption:
(oo) Standard ABF Redemption: Not Applicable
(pp) Standard Worst Not Applicable
of Redemption:
24 Early Redemption Trigger Applicable
Event(s):
(a) Issuer Call Early Not Applicable
Redemption Trigger:
(b) Investor Put Early Not Applicable
Redemption Trigger:
(c) Knock-out Early Applicable in accordance
Redemption Trigger: with Annex 8, Chapter
3
Specified Dates Applicable
If on any Knock-Out Observation
Date, the Underlying
Value of the Underlying
is within the relevant
Range, the Issuer will
redeem all of the Notes
at the Early Redemption
Amount with accrued interest,
if any, on the corresponding
Early Redemption Date.
Knock-out Early Redemption
* Early Redemption Date(s): Observation Date
Date
------------- -----------------
18 April 29 April
2016 2016
------------- -----------------
17 October 31 October
2016 2016
------------- -----------------
13 April 28 April
2017 2017
------------- -----------------
16 October 30 October
2017 2017
------------- -----------------
16 April 30 April
2018 2018
------------- -----------------
16 October 30 October
2018 2018
------------- -----------------
12 April 30 April
2019 2019
------------- -----------------
16 October 30 October
2019 2019
------------- -----------------
As specified in the table
* Knock-out Observation Date: above
Not Applicable
* Knock-out Observation Period:
100% of the Index Level
* Lower Limit: on the Initial Underlying
Observation Date (i.e.
3,751.72)
Range(3) means that on
* Range: the relevant Knock-out
Observation Date the
Underlying Value is greater
than or equal to the
Lower Limit and less
than the Upper Limit
Index: EURO STOXX 50
* Underlying: (R) Index
(with further information
set out in paragraph
23B of these Final Terms)
Infinity
* Upper Limit:
(d) Callable Knock-out Not Applicable
Early Redemption Trigger:
(e) Puttable Knock-out Not Applicable
Early Redemption Trigger:
(f) Target Early Redemption Not Applicable
Trigger:
(g) Knock-out Multi Not Applicable
Underlying Early Redemption
Trigger:
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
25 Payoff Features: Not Applicable
PROVISIONS APPLICABLE TO SECURED NOTES
26 Secured Note Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27 (a) Form: Bearer Form:
Temporary Bearer Global
Note exchangeable for
a Permanent Bearer Global
Note which is exchangeable
for Definitive Bearer
Notes only upon an Exchange
Event
(b) New Global Note Yes
(NGN):
(c) Transfers of interests Transfers of Notes to
in Regulation S Global IAIs: Not Applicable
Notes:
28 "Payment Business Day" Modified Following Payment
election in accordance Business Day
with General Condition
5.6 (Payment Business
Day)
29 Additional Financial TARGET2
Centre(s):
30 Additional Business Not Applicable
Centre(s):
31 Talons for future Coupons No
or Receipts to be attached
to Definitive Bearer
Notes and dates on
which such Talons mature:
32 Redenomination (for Not Applicable
the purposes of General
Condition 3.1):
33 Gross Up (General Condition Not Applicable
8.2 (Gross Up)):
34 Illegality and Force Applicable
Majeure (General Condition
19 (Illegality and
Force Majeure)):
35 Calculation Agent: Crédit Agricole
Corporate and Investment
Bank
36 Delivery Agent (Credit Not Applicable
Linked Notes):
37 Business Day Convention Not Applicable
(Credit Linked Conditions
and Bond Linked Conditions):
OPERATIONAL INFORMATION
38 Branch of Account for Not Applicable
the purposes of General
Condition 5.5 (General
provisions applicable
to payments):
Signed on behalf of the Issuer:
By:
Duly authorised
PART B - OTHER INFORMATION
1 LISTING AND ADMISSION
TO TRADING
(i) Listing and admission Application has been
to trading: made by the relevant
Issuer (or on its behalf)
for the Notes to be
admitted to trading
on the London Stock
Exchange's regulated
market with effect from
or as soon as practicable
after the Issue Date
and to be listed on
the Official List of
the London Stock Exchange.
(ii) Estimate of total GBP 300.00
expenses related to
admission to trading:
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 Dealers,
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 TOTAL EXPENSES
(i) Reasons for the See "Use of Proceeds"
offer: wording in Base Prospectus
(ii) Estimated net proceeds: EUR 3,000,000
(iii) Estimated total Not Applicable
expenses:
5 YIELD (Fixed Rate Notes Not Applicable
Only)
6 HISTORIC INTEREST RATES ( Floating Rate Notes
Only)
Not Applicable
7 PERFORMANCE OF UNDERLYING AND OTHER INFORMATION
CONCERNING THE UNDERLYING (Commodity Linked
Notes, Credit Linked Notes, Bond Linked Notes,
Index Linked Notes, Inflation Linked Notes,
Rate Linked Notes and Multi-Asset Basket
Linked Notes)
Underlying: Where past and future
performance and volatility
of the Underlying can
be obtained:
Index: EURO STOXX 50 Bloomberg Screen: SX5E
(R) Index <GO>
(Please also see the
disclaimer attached
to these Final Terms
as Annex B)
Post-issuance information
The Issuers do not intend to publish post-issuance
information in relation to any underlying
element to which the Notes are linked.
8 PERFORMANCE OF RATE[S] OF EXCHANGE AND OTHER
INFORMATION CONCERNING THE UNDERLYING (FX
Linked Notes only)
Not Applicable
9 DISTRIBUTION
(i) Method of distribution: Non-syndicated
(ii) If syndicated: Not Applicable
(iii) If non-syndicated, Crédit Agricole
name and address of Corporate and Investment
Dealer Bank
9 Quai du Président
Paul Doumer
92920 Paris-La-Défense
Cedex
France
(iv) Indication of the Not Applicable
overall amount of the
underwriting commission
and of the placing commission:
(v) US Selling Restrictions Reg. S Compliance Category
(Categories of potential 2; TEFRA D
investors to which the
Notes are offered):
10 OPERATIONAL INFORMATION
(i) ISIN Code: XS1223084564
(ii) Temporary ISIN: Not Applicable
(iii) Common Code: 122308456
(iv) VALOREN Code: CH27956386
(v) Other applicable Not Applicable
security identification
number:
(vi) Relevant clearing Not Applicable
system(s) other than
Euroclear Bank S.A./N.V.
and Clearstream Banking,
société anonyme
and the relevant identification
number(s):
(vii) Delivery: Delivery against payment
(viii) Names and addresses Not Applicable
of additional Paying
Agent(s) (if any):
(ix) Notes intended No
to be held in a manner Whilst the designation
which would allow Eurosystem is specified as "no"
eligibility: at the date of these
Final Terms, should
the Eurosystem eligibility
criteria be amended
in the future such that
the Notes are capable
of meeting them, the
Notes may then be deposited
with one of the ICSDs
as common safekeeper).
Note that this does
not necessarily mean
that the Notes will
then be recognised as
eligible collateral
for Eurosystem monetary
policy and intra day
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.
11 TERMS AND CONDITIONS OF THE OFFER
Not Applicable
ANNEX A - SUMMARY
Section A - Introduction and Warnings
-----------------------------------------------------------------------
A.1 Introduction This summary should be read as an introduction
and warnings to the Base Prospectus. Any decision
to invest in Notes should be based
on consideration of the Base Prospectus
as a whole by the investor.
Where a claim relating to the information
contained in the Base Prospectus is
brought before a court, the plaintiff
investor might, under the national
legislation of the Member States, have
to bear the costs of translating the
Base Prospectus before the legal proceedings
are initiated.
Civil liability attaches only to those
persons who have tabled the summary,
including any translation thereof,
but only if the summary is misleading,
inaccurate or inconsistent when read
together with the other parts of the
Base Prospectus or it does not provide,
when read together with the other parts
of the Base Prospectus, key information
in order to aid investors when considering
whether to invest in the Notes.
---- ---------------- -----------------------------------------------
A.2 Consent Not Applicable
for use
of Base
Prospectus
in subsequent
resale
or final
placement,
indication
of offer
period
and conditions
to consent
for subsequent
resale
or final
placement
and warning
-----------------------------------------------
Section B - Issuer
--------------------------------------------------------------------------------------------------------------------------
B.1 Legal and Crédit Agricole CIB Financial
commercial Solutions (Crédit Agricole CIB
name of FS or the Issuer)
the Issuer
----------- ------------------- ----------------------------------------------------------------------------------------
B.2 Domicile Crédit Agricole CIB FS is a limited
and legal liability company incorporated in France
form of as a "société anonyme" and
the issuer, having its domicile in France. As a
legislation French corporation having limited liability,
under which Crédit Agricole CIB FS is subject
the Issuer to Articles L.225-1 and following of
operates Book 2 of the Code de commerce of France.
and country As a financial institution, Crédit
of incorporation Agricole CIB is subject to Articles
of Issuer L.511-1 and following and L.531-1 and
following of the Code monétaire
et financier of France.
B.4b Known trends Known trends affecting the Issuer and
affecting the Crédit Agricole CIB group
Issuer of companies (the Group) and the industries
and Issuer's in which the Issuer and Group operate
industries include:
* the continuing evolution of the global economic
environment;
* the recommendation by the European Banking Authority
to reach a Core Tier 1 of at least 9% under Basel 2.5
starting 30 June 2012;
* the on-going international discussion relating to the
harmonisation of accounting standards;
* changes to compensation practices
* the functioning of the OTC derivative markets
monitored by the Financial Stability Council; and
* the introduction of a tax on financial transactions
in France in 2012.
----------- ------------------- ----------------------------------------------------------------------------------------
B.5 Description Please refer to Elements B.14 and B.16.
of group The Group includes Crédit Agricole
and Issuer's CIB FS which is a consolidated subsidiary
position of Crédit Agricole CIB. Crédit
within Agricole CIB FS has no subsidiaries.
the group
----------- ------------------- ----------------------------------------------------------------------------------------
B.9 Profit Not Applicable. Crédit Agricole
forecast CIB FS does not make profit forecasts
or estimate or estimates.
----------- ------------------- ----------------------------------------------------------------------------------------
B.10 Qualifications Not Applicable. There were no qualifications
in audit in the audit report on historical financial
report information for Crédit Agricole
on historical CIB FS.
financial
information
----------- ------------------- ----------------------------------------------------------------------------------------
B.12 Selected There has been no significant change
key financial in the financial or trading position
information of Crédit Agricole CIB FS and
and no no material adverse change in its prospects
material since 31 December 2013.
adverse Crédit Agricole CIB FS selected
change financial information
and no
significant
change
statements
----------- -------------------
Euros 31/12/2012 31/12/2013
----------- -------------------
Total Balance
Sheet 1,464,389,378 1,113,605,844
Share capital 225,000 225,000
Result carried
forward (26,336) (25,207)
Net result 1,128 543]
B.13 Recent Not Applicable. There have been no
events recent events that are materially relevant
materially to the evaluation of the solvency of
relevant Crédit Agricole CIB FS.
to evaluation
of Issuer's
solvency
----------- ------------------- ----------------------------------------------------------------------------------------
B.14 Dependency Please refer to Elements B.5 and B.16.
of Issuer Crédit Agricole CIB FS is dependent
on other on Crédit Agricole CIB.
entities
within
the group
----------- ------------------- ----------------------------------------------------------------------------------------
B.15 Description Crédit Agricole CIB FS carries
of Issuer's on business as a finance company, issuing
principal warrants, notes and other financial
activities instruments.
----------- ------------------- ----------------------------------------------------------------------------------------
B.16 Description Crédit Agricole CIB is the immediate
of whether parent company of Crédit Agricole
the Issuer CIB FS with a 100 per cent. stake and
is directly therefore controls Crédit Agricole
CIB FS.
----------------------------------------------------------------------------------------
or indirectly
owned or
controlled
and by
whom and
nature
of such
control
-------------------------------------------------- -------- -------------------------- ---------------------------
B.17 Credit Not applicable Crédit Agricole
ratings CIB FS does not have ratings.
assigned
to the
issuer
or its
debt securities
at the
request
or with
the cooperation
of the
issuer
in the
rating
process
----------- ------------------- ----------------------------------------------------------------------------------------
B.18 A description The payment of all amounts due in relation
of the to Notes are irrevocably and unconditionally
nature guaranteed by Crédit Agricole
and scope CIB pursuant to a guarantee dated 25
of the June 2014 (the Guarantee).
guarantee
----------- ------------------- ----------------------------------------------------------------------------------------
B.19 Section Please see the Elements below regarding
B information Crédit Agricole CIB, as Guarantor.
about guarantor
as if it
were issuer
of the
same type
of security
that is
the subject
of
the guarantee.
Therefore
provide
such information
as required
for a summary
for the
relevant
annex.
-------------------------------------------------- ---------------------------------------------------------------------
B.19/B.1 Legal and Crédit Agricole Corporate And
commercial Investment Bank (Crédit Agricole
name of CIB or the Guarantor)
the guarantor
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.2 Domicile Crédit Agricole CIB is a limited
and legal liability company incorporated in France
form of as a "société anonyme" and
the guarantor, having its domicile in France. As a
legislation French corporation having limited liability,
under which Crédit Agricole CIB is subject
the guarantor to Articles L.225-1 and following of
operates Book 2 of the Code de commerce of France.
and country As a financial institution, Crédit
of incorporation Agricole CIB is subject to Articles
of guarantor L.511-1 and following and L.531-1 and
following of the Code monétaire
et financier of France.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.4b Known trends Known trends affecting the Issuer and
affecting the Crédit Agricole CIB group
guarantor of companies (the Group) and the industries
and guarantor's in which the Issuer and Group operate
industries include:
* the continuing evolution of the global economic
environment;
* the recommendation by the European Banking Authority
to reach a Core Tier 1 of at least 9% under Basel 2.5
starting 30 June 2012;
* the on-going international discussion relating to the
harmonisation of accounting standards;
* changes to compensation practices
* the functioning of the OTC derivative markets
monitored by the Financial Stability Council; and
* the introduction of a tax on financial transactions
in France in 2012.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.5 Description Please refer to Elements B.19/B.14
of group and B.19/B.16.
and guarantor's Crédit Agricole CIB is directly
position owned by Crédit Agricole S.A.,
within the listed entity of the Crédit
the group Agricole S.A. group (the Crédit
Agricole S.A. group). Crédit Agricole
CIB is the parent company of the Group
Crédit Agricole CIB (the Group).
The Group is the corporate and investment
banking arm of the Crédit Agricole
S.A. group.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.9 Profit Not Applicable. Crédit Agricole
forecast CIB does not make profit forecasts
or estimate or estimates.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.10 Qualifications Not Applicable. There were no qualifications
in audit in the audit report on historical financial
report information for Crédit Agricole
on historical CIB.
financial
information
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.12 Selected The following table shows Crédit
key financial Agricole CIB's selected key financial
information information as at and for the period
and no ending 31 December 2014: Euros millions 31/12/2014 31/12/2013*
material
adverse Total Balance Sheet 644,097 589,363
change
and no (a) Fund for general --- ---
significant banking risks
change
statements (b) Minority interests 97 110
(c) Shareholders
equity (Group
Share) and shareholder
advances 16,012 15,303
Total (a) + (b)
+ (c) 16,109 15,413
-------------------------- ----------- ------------
Net income for
year 1,061 587
Net banking income 4,352 3,755
Gross operating
income 1,572 975
Group Share 1,049 565
Minority interests 12 22
(*) Data restated for the change in
accounting policy related to new consolidation
standards and to IFRS 5.
-------------------
B.19/B.13 Recent 1/ Sale of Newedge: The sale of 50%
events of Newedge to Société Générale
materially was completed on 6 May 2014. The loss
relevant resulting from the fair value measurement
to evaluation of the assets held for sale was recorded
of guarantor's in 2013 financial year for an amount
solvency of -EUR162 million. In 2014, the completion
of the sale generated no significant
impact on Crédit Agricole CIB's
financial statements.
2/ Comprehensive Assessment: asset
quality review and stress tests of
European banks by the European Central
Bank: As part of the implementation
of the European Single Supervisory
Mechanism (SSM), Crédit Agricole
Group was involved in the asset quality
review exercises (AQR) and forward-looking
stress tests of the 130 largest European
banks. These exercises, carried out
by the European Central Bank (ECB),
were based on the financial statements
at 31 December 2013. The ECB's conclusions
were published on 26 October 2014.
The assessment was performed under
the current EU Capital Requirements
Regulation and Directive (CRR/CRD IV).
It was aimed at strengthening banks'
balance sheets, enhancing transparency
and building confidence. The review
provided the ECB with substantial information
on the banks that fall under its direct
supervision and furthers its efforts
to create a level playing field for
supervision. The results of the stress
tests and asset quality review for
Crédit Agricole S.A. group are
available on the websites of the ACPR
(https://acpr.banque-france.fr/international/les-grands-enjeux/stress-tests.html)
and ECB (http://www.ecb.europa.eu/ssm/assessment/html/index.en.html).
For Crédit Agricole Group, the
asset quality review covered all significant
portfolios both in France and abroad,
and confirmed the robustness of its
financial structure. The stress tests
found that Crédit Agricole Group
is able to absorb severe stress without
additional capital requirements; the
capital surplus compared with the threshold
defined by the ECB puts it in the top
tier of eurozone banks. The asset quality
review performed by the ECB was basically
a regulatory exercise. However, the
Group has taken the appropriate decisions
with regard to the potential impact
on the financial statements, in accordance
with current accounting standards.
The impacts are not material in terms
of amount and presentation of Crédit
Agricole S.A.'s and Crédit Agricole
CIB's consolidated financial statements.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.14 Dependency Please refer to Elements B.19/B.5 and
of guarantor B.19/B.16.
on other Crédit Agricole CIB is dependent
entities on the performance of its subsidiaries
within and affiliates.
the group
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.15 Description The principal activities of Crédit
of guarantor's Agricole CIB are mainly:
principal Financing: The financing business combines
activities 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
and brokerage, as well as investment
banking.
Private banking: The private banking
business provides individual investors
with a worldwide comprehensive wealth
management service range.
Discontinuing operations: The "discontinuing
operations" perimeter has been set
up during Crédit Agricole CIB's
refocusing and development plan it
adopted in the autumn of 2008. It encompasses
the operations which were the most
impacted by the crisis. Since the new
organisation of Crédit Agricole
CIB was established in the third quarter
of 2012, following the adjustment plan,
discontinuing activities now include
the correlation business, the CDO,
CLO and ABS portfolios, the equity
derivatives excluding corporates and
convertibles, the exotic rate derivatives
and the impaired portfolios of residential
underlyings.
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.16 Description Crédit Agricole S.A. is the immediate
of whether parent company of Crédit Agricole
the guarantor CIB with a 97.33 per cent. stake.
is directly
or indirectly
owned or
controlled
and by
whom and
nature
of such
control
----------- ------------------- ----------------------------------------------------------------------------------------
B.19/B.17 Credit The current ratings for Crédit
ratings Agricole CIB are as follows: Rating Agency Short Term Senior
assigned Debt Long Term
to the Debt
guarantor Fitch Ratings F1 A
or its Limited (Fitch)
debt securities Moody's Investor Prime-1 A2
at the Services Ltd (Moody's)
request Standard & Poor's A-1 A]
or with Rating Services,
the cooperation a division of
of the Standard & Poor's
guarantor Credit Market
in the Service Europe
rating Limited. (S&P)
process
The credit ratings will be treated
for the purposes of Regulation (EC)
No 1060/2009 on credit rating agencies
(as amended) (the CRA Regulation) as
having been issued by S&P, Moody's
and Fitch upon registration pursuant
to the CRA Regulation. S&P, Moody's
and Fitch are established in the European
Union and have registered under the
CRA Regulation.
----------- ------------------- ----------------------------------------------------------------------------------------
Section C - Securities
-----------------------------------------------------------------------------------------------------------------------------
C.1 Type and Type:
class The notes (Notes) are issued by the
of Securities Issuer with the amount (if any) payable
being as interest being linked to an index
offered (a Linked Interest Note) and the amount
payable on redemption being linked to
an index (a Linked Redemption Note).
The Notes may also be referred to as
Index Linked Notes.
Identification Code:
The Notes will be uniquely identified
by the ISIN Code XS1223084564 and the
Common Code 122308456.
----- -------------------- ------------------------------------------------------------------------------------------------
C.2 Currency The Notes will be denominated in Euro
("EUR"), interest amounts (if any) will
be payable in EUR and any amount payable
on redemption will be in EUR.
----- -------------------- ------------------------------------------------------------------------------------------------
C.5 Description The free transfer of the Notes is subject
of restrictions to the selling restrictions of the United
on free States, the European Economic Area (including
transferability Austria, Belgium, Czech Republic, Denmark,
of the Finland, France, Germany, Greece, Hungary,
Securities Ireland, Italy, Principality of Liechtenstein,
Luxembourg, the Netherlands, Norway,
Poland, Portugal, Romania, Slovakia,
Spain, Sweden and the United Kingdom),
Australia, the Kingdom of Bahrain, Guernsey,
the Hong Kong Special Administrative
Region of the People's Republic of China,
Israel, Japan, Mexico, the Philippines,
the People's Republic of China, the
Macau Special Administrative Region
of the People's Republic of China, the
Russian Federation, the Kingdom of Saudi
Arabia, Singapore, the Republic of South
Africa, the Republic of Korea, Switzerland,
the Republic of China (Taiwan), the
Republic of Turkey, the United Arab
Emirates, Brunei, the Republic of Colombia,
the Republic of Peru, the Republic of
Chile, the State of Qatar, the Sultanate
of Oman, the Arab Republic of Egypt,
the Kingdom of Morocco and the State
of Libya.
Notes offered and sold outside the United
States to non-US persons in reliance
on Regulation S under the U.S. Securities
Act of 1933 must comply with selling
restrictions.
Notes held in a clearing system must
be transferred in accordance with the
rules, procedures and regulations of
that clearing system.
----- -------------------- ------------------------------------------------------------------------------------------------
C.8 Description The Notes are issued in a series (a
of the Series) having terms and conditions
rights relating to, amongst other matters,
attaching the following:
to the
Securities
including
ranking
and including
any limitations
to those
rights
Interest/Redemption:
The Notes entitle the holder (each,
a Noteholder) to the payment of interest
as set out in more detail below in Element
C.10 and C.15 and entitle the holder
to receive a cash amount on the redemption
date as set out in more detail in Element
C.15.
Redemption Method:
Unless previously redeemed or purchased
and cancelled, each Note will be finally
redeemed by the Issuer, in cash, at
its Final Redemption Amount on 30 April
2020 (the Maturity Date).
The aggregate outstanding principal
amount in respect of the Notes is EUR
3,000,000.
The Final Redemption Amount will be
calculated in accordance with the Growth
Redemption (the Redemption Method).
The aggregate outstanding principal
amount in respect of early redeemed
Notes (the Early Redemption Amount)
will be calculated in accordance with
the Standard Redemption.
The Redemption Unwind Costs reflect
zero (0).
Standard Redemption means the Redemption
Method corresponding to the Early Redemption
Amount. The Early Redemption Amount
applicable to the Notes is calculated
as (i) the Redemption Unwind Costs subtracted
from (ii) the Reference Price multiplied
by the Principal Amount.
Principal Amount means EUR 3,000,000.
Reference Price means 100%.
Growth Redemption means the Redemption
Method corresponding to the Final Redemption
Amount is Growth Redemption. The Final
Redemption Amount applicable to the
Notes is calculated as (i) the Redemption
Unwind Costs subtracted from (ii) the
result of the Reference Price multiplied
by the Redemption Payoff calculated
using Combination Redemption Payoff
multiplied by the Principal Amount.
The Early Redemption Amount applicable
to the Notes is calculated as (i) the
Redemption Unwind Costs subtracted from
(ii) the result of the Reference Price
multiplied by the Redemption Payoff
calculated using Standard Redemption
Payoff multiplied by the Principal Amount.
Principal Amount means EUR 3,000,000.
Reference Price means 100% of the Principal
Amount.
Combination Redemption Payoff means
Combination Complex Digital Redemption.
For the purposes of Combination Complex
Digital Redemption, Standard Redemption
Payoff means Standard Fixed Redemption.
Standard Redemption Payoff means Standard
Year on Year Participation Redemption.
Options:
Not Applicable.
There are no Noteholder options in respect
of the Notes.
There are no Issuer options in respect
of the Notes.
Early Redemption Triggers:
The Notes may be redeemed prior to their
stated maturity upon the occurrence
of certain events and/or at the option
of the Issuer or Noteholders, each an
Early Redemption Trigger as set out
below:
Knock-out Early Redemption Trigger:
Knock-out Early Redemption Trigger is
applicable. If on any Knock-out Observation
Date, a Knock-out Trigger occurs, the
Issuer will redeem all of the Notes
at the amount determined in accordance
with the relevant Redemption Method
(as defined below) (the Early Redemption
Amount) with accrued interest, if any,
on the relevant Early Redemption Date
(being 29 April 2016, 31 October 2016,
28 April 2017, 30 October 2017, 30 April
2018, 30 October 2018, 30 April 2019
and 30 October 2019).
A Knock-out Early Redemption Trigger
occurs if the Underlying Value of the
Underlying(r) is greater than or equal
to the Lower Limit and lower than the
Upper Limit.
Underlying Value is the price, level
or rate of the relevant Underlying (without
regard to any currency of denomination
of such price, level or rate, as the
case may be) at the relevant time. Underlying: Knock-out Upper Limit(:) Lower Limit(:)
Observation
Date(s):
------------ ------------- --------------- ---------------
Index: 18 April Infinity 100% of
EURO STOXX 2016 the Index
50 (R) 17 October Level on
Index 2016 the Trade
13 April Date.
2017 The Index
16 October Level on
2017 the Trade
16 April Date is
2018 3,751.72.
16 October
2018
12 April
2019
16 October
2019
------------ ------------- --------------- ---------------
Secured Notes:
Not applicable. The Notes are not secured.
Payoff Features:
The Notes have a feature which affects
the way interest is calculated (an Interest
Payoff or Linked Interest), as set out
below:
Payoff Features which may apply to interest
amounts
Memory Option Interest Switch Payoff
Feature: Memory Option Interest Switch
Payoff Feature is applicable. The interest
amount payable on an interest payment
date shall be equal to, if the interest
amount payable in respect of an interest
period calculated in accordance with
the Linked Interest and applicable conditions,
prior to application of the Memory Option
Interest Switch Payoff Feature is (i)
greater than 0, then at the amount payable
in respect of the relevant interest
period calculated using the Linked Interest
multiplied by 1 plus the number (if
any) of previous consecutive interest
periods for which no interest amount
was paid, or (ii) less than or equal
to 0, then 0.
Linked Interest: Standard Fixed Digital
Interest
Events of Default:
Following the occurrence of one or more
of the following events:
1. default in the payment of any principal
or interest due on the Notes or the
due date and such default continues
for a specified time after written notice
is received by the Issuer;
2. non performance or non observance
by the Issuer or Guarantor of any of
their other respective obligations and
such default continues for a specified
time after written notice (except where
such failure is incapable of remedy
when no notice will be required) is
received by the Issuer or Guarantor
(as the case may be); or
3. if the Issuer becomes the subject
of certain prescribed insolvency or
administration type proceedings; or
4. the Guarantee ceases to be, or is
claimed by the Guarantor not to be,
in full force and effect,
the Notes will become due and payable
upon notice being given by the Noteholder.
Ranking (status):
The Notes constitute direct, unsubordinated
and unsecured obligations of the Issuer.
Limitations:
Redemption for FATCA Withholding:
The Issuer may redeem any or all FATCA
Affected Notes and, in circumstances
where the Issuer elects not to redeem
a FATCA Affected Note, the holder of
such FATCA Affected Note can subsequently
request the Issuer to redeem such FATCA
Affected Note. The Notes will be redeemed
at the Fair Market Value Redemption
Amount together (if appropriate) with
interest accrued to (but excluding)
the date of redemption.
The Fair Market Value Redemption Amount
in respect of a Note will be equal to
the fair market value of the Note as
at (or about) the date of early redemption,
taking into account, without limitation,
the deduction of the Hedge Amount but
disregarding the financial condition
of the relevant Issuer and/or the Guarantor.
Hedge Amounts represent the losses or
costs (expressed as a positive number)
to the relevant Issuer or any affiliate
thereof that are incurred or gains (expressed
as a negative number) of the relevant
Issuer or any affiliate thereof that
are realised in unwinding any hedging
arrangements entered into in respect
of the relevant Notes (whether by the
Issuer, the Guarantor or indirectly
through an affiliate). The Fair Market
Value Redemption Amount shall not be
a negative number).
A FATCA Affected Note means a Note in
respect of which (i) the Issuer or Guarantor
(if it were required to make a payment
under the Guarantee) has or will become
obliged to make any withholding or deduction
pursuant to an agreement described in
Section 1471(b) of the U.S. Internal
Revenue Code of 1986, as amended (the
Code) or any withholding or deduction
otherwise imposed pursuant to Sections
1471 through 1474 of Code, or any fiscal
or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental
agreement entered into in connection
with the implementation of such sections
of the Code and (ii) such obligation
cannot be avoided by the Issuer or the
Guarantor taking reasonable measures
available to it.
Regulatory Redemption or Compulsory
Resales:
The Issuer shall have certain rights
to redeem or require the sale of Notes
at the expense and risk of the holder
of any Notes held by or on behalf of
a U.S. person who is not a qualified
purchaser (as defined in Section 2(a)(51)
of the U.S. Investment Company Act of
1940 and the rules thereunder) at the
time it purchases such Notes.
Redemption for Illegality and Force
Majeure:
The Issuer has the right to terminate
the Notes in the case of illegality
or force majeure.
Additional Disruption Events:
Upon the occurrence of an additional
disruption event, the Notes may be subject
to adjustment or may be early redeemed
at the Fair Market Redemption Amount
or redeemed at an amount determined
by the calculation agent representing
the fair market value of each Note taking
into account the additional disruption
event less the cost to the Issuer and/or
its affiliates of unwinding any underlying
related hedging arrangements (the Calculated
Additional Disruption Amount) plus accrued
interest, at a rate determined by the
calculation agent, from and including
the date the Calculated Additional Disruption
Amount is determined by the calculation
agent to but excluding the maturity
date of the Notes.
The occurrence of a hedging disruption,
a change of law or an increased cost
of hedging affecting the Issuer, the
Guarantor and/ or any of their respective
affiliates (as the case may be), as
determined by the calculation agent
or the Issuer (as the case may be),
will constitute an additional disruption
event.
The Fair Market Value Redemption Amount
in respect of a Note will be equal to
the fair market value of the Note as
at (or about) the date of early redemption,
taking into account, without limitation,
the deduction of the Hedge Amount but
disregarding the financial condition
of the relevant Issuer and/or the Guarantor.
Hedge Amounts represent the losses or
costs (expressed as a positive number)
to the relevant Issuer or any affiliate
thereof that are incurred or gains (expressed
as a negative number) of the relevant
Issuer or any affiliate thereof that
are realised in unwinding any hedging
arrangements entered into in respect
of the relevant Notes (whether by the
Issuer, the Guarantor or indirectly
through an affiliate).
Market Disruption Events:
With respect to EURO STOXX 50 (R) Index
(the Underlying), upon the occurrence
of a disrupted day the relevant observation
date relating to the Underlying may
be subject to postponement, the relevant
payment date for interest or redemption
may be subject to postponement, the
Notes may be early redeemed or the calculation
agent may determine its good faith estimate
of the level of the index.
[Other events that have a material effect
on the Notes:
If any other event, other than a disrupted
day and an additional disruption event,
occurs which the calculation agent determines,
acting in good faith, has a material
effect on the Notes, the Notes may be
subject to adjustment or may be early
redeemed at the Fair Market Value Redemption
Amount.
The Fair Market Value Redemption Amount
in respect of a Note will be equal to
the fair market value of the Note as
at (or about) the date of early redemption,
taking into account, without limitation,
the deduction of the Hedge Amount but
disregarding the financial condition
of the relevant Issuer and/or the Guarantor.
Hedge Amounts represent the losses or
costs (expressed as a positive number)
to the relevant Issuer or any affiliate
thereof that are incurred or gains (expressed
as a negative number) of the relevant
Issuer or any affiliate thereof that
are realised in unwinding any hedging
arrangements entered into in respect
of the relevant Notes (whether by the
Issuer, the Guarantor or indirectly
through an affiliate).
The Fair Market Value Redemption Amount
shall not be a negative number.
Withholding tax:
All payments of principal and interest
by or on behalf of the Issuer or the
Guarantor in respect of the Notes will
be made without withholding or deduction
for or on account of any present or
future taxes or duties of whatever nature
imposed or levied by or on behalf of
France or Guernsey unless such withholding
or deduction is required by law or other
laws to which the Issuer, the Guarantor
or its agents agree to be subject and
neither the Issuer nor the Guarantor
will not be liable for any taxes or
duties of whatever nature imposed or
levied by such laws, regulations, directives
or agreements.
The Issuer or, as the case may be, the
Guarantor will, to the fullest extent
permitted by French law, pay such additional
amounts as shall be necessary in order
that the net amounts received by the
Noteholders after withholding or deduction
shall equal the respective amounts of
principal and interest which would otherwise
have been receivable, in the absence
of such withholding or deduction, subject
to certain conditions.
Meetings:
The terms of the Notes contain provisions
for calling meetings of holders of the
Notes to consider matters affecting
their interests generally. These provisions
permit defined majorities to bind all
holders, including holders who did not
attend and vote at the relevant meeting
and holders who voted in a manner contrary
to the majority.
Governing Law:
The Notes are governed by English law.
----- -------------------- ------------------------------------------------------------------------------------------------
C.9 Interest, Please also refer to Element C.8.
maturity Linked Interest Notes: The Notes are
and redemption Linked Interest Notes that are Index
provisions, Linked Notes. The Linked Interest Notes
yield will bear interest on the basis of the
and representation Linked Interest (as set out in more
of the detail in C.10).
security-holders The Interest Determination Dates for
the Notes and the Interest Payment Dates
for the Notes are as described below: Interest Relevant
Determination Interest
Date Payment Date
--------------- --------------
16 October 30 October
2015 2015
--------------- --------------
18 April 29 April
2016 2016
--------------- --------------
17 October 31 October
2016 2016
--------------- --------------
13 April 28 April
2017 2017
--------------- --------------
16 October 30 October
2017 2017
--------------- --------------
16 April 30 April
2018 2018
--------------- --------------
16 October 30 October
2018 2018
--------------- --------------
12 April 30 April
2019 2019
--------------- --------------
16 October 30 October
2019 2019
--------------- --------------
16 April 30 April
2020 2020
--------------- --------------
The Interest Periods for the Notes are
as defined in the General Conditions.
The Interest Period Dates for the Notes
are Not Applicable.
The Calculation Agent for the Notes
is Crédit Agricole CIB.
Redemption:
The Notes are scheduled to redeem on
30 April 2020 by payment of the Issuer
of the Final Redemption Amount.
Representation of Noteholders:
There is no trustee or any other representative
of Noteholders.
----- -------------------- ------------------------------------------------------------------------------------------------
C.10 Derivative Linked Interest Notes: The Notes are
component Linked Interest Notes, they will bear
in interest interest on the basis of the Linked
payments Interest Rate which is calculated in
accordance with the below and expressed
as a percentage, where, the Underlying
Value reflects the price, level or rate
of the Underlying (being EURO STOXX
50 (R) Index)
An interest amount calculated in accordance
with an Interest Payoff is a Linked
Interest Amount)
Standard Fixed Digital Interest: The
Linked Interest applicable to an Interest
Accrual period for Notes for which Standard
Fixed Digital Interest is applicable
in respect of such Interest Accrual
Period shall be calculated as follows:
* if the Underlying Value is within the Range(3) on the
relevant Interest Observation Date, Fixed Rate(1) ;
or
* otherwise, Fixed Rate(2) .
Fixed Rate(1:) 2.55%
Fixed Rate(2:) 0.00%
Range (3) : means that on the relevant
Interest Observation Date the Underlying
Value is greater than or equal to the
Lower Limit and lower than the Upper
Limit
Lower limit: 70% of the Index Level
on the Initial Underlying Observation
Date. For the avoidance of doubt, the
Index Level on the Initial Underlying
Observation Date is 3,751.72.Upper Limit:
Infinity
----- -------------------- ------------------------------------------------------------------------------------------------
C.11 An indication Application has been made by the Issuer
as to (or on its behalf) for the Notes to
whether be admitted to trading on the London
the securities Stock Exchange's regulated market with
offered effect from or as practicable after
are or the Issue Date
will be Distribution:
the object The Notes will not be offered to the
of an public.
application
for admission
to trading
----- -------------------- ------------------------------------------------------------------------------------------------
C.15 Description Linked Interest Notes: The Notes are
of how Linked Interest Notes, they will bear
the value interest on the basis of the Linked
of your Interest Rate which is calculated in
investment accordance with the below and expressed
is affected as a percentage, where, the Underlying
by the Value reflects the price, level or rate
value of the Underlying (being EURO STOXX
of the 50 (R) Index)
underlying An interest amount calculated in accordance
assets with an Interest Payoff is a Linked
Interest Amount). See Element C.10 for
further information on Standard Fixed
Digital Interest.
Linked Redemption Notes:
The amount payable on redemption on
the Maturity Date will be on the basis
of the Redemption Payoff which is calculated
in accordance with Combination Complex
Digital Redemption and expressed as
a percentage. Where the Underlying Value
reflects the price, level or rate of
the relevant Underlying (without regard
to any currency of denomination of such
price, level or rate, as the case may
be) at the relevant time and the Redemption
Determination Date is 16 April 2020.
Underlying: EURO STOXX 50 (R) Index
Combination Complex Digital Redemption:
The Notes are Combination Complex Digital
Redemption Notes. The Redemption Payoff
applicable to the Notes is calculated
on the Redemption Determination Date
as either (a) if the Underlying Value
is within the Range(3) on each relevant
Redemption Observation Date, the Redemption
Payoff calculated using Standard Redemption
Payoff(1) ; or otherwise, the Redemption
Payoff calculated using Standard Redemption
Payoff(2) .
Standard Redemption Payoff(1) : Standard
Fixed Redemption
Standard Redemption Payoff(2) : Standard
Year on Year Participation.
Standard Fixed Redemption: The Notes
are also Standard Fixed Redemption Notes.
The Redemption Payoff calculated using
Standard Redemption Payoff(1) is calculated
as equal to the Fixed Percentage.
Fixed Percentage: 100%
Standard Year on Year Participation
Redemption: The Notes are also Standard
Year on Year Participation Redemption
Notes.
The Redemption Payoff applicable to
the Notes calculated using Standard
Redemption Payoff(2) for the purposes
of Combination Complex Digital Redemption
is calculated on the Redemption Determination
Date as the result of Underlying Value
on the Final Underlying Observation
Date divided by Underlying Value on
the Initial Underlying Observation Date. Underlying: Redemption Initial Final
Determination Underlying Underlying
Date: Observation Observation
Date: Date:
------------ --------------- ------------- -------------
EURO 16 The 16 April
STOXX April Trade 2020
50 2020 Date
(R) (i.e.
Index 16
April
2015)
------------ --------------- ------------- -------------
Knock-out Early Redemption Trigger:
The Underlying Value may also affect
when the Notes redeem as Knock-out
Early Redemption Trigger is applicable.
If on any Knock-out Observation Date,
a Knock-out Trigger occurs, the Issuer
will redeem all of the Notes at the
amount determined in accordance with
the relevant Redemption Method (the
Early Redemption Amount) with accrued
interest, if any, on the Early Redemption
Date (being 29 April 2016, 31 October
2016, 28 April 2017, 30 October 2017,
30 April 2018, 30 October 2018, 30
April 2019 and 30 October 2019).
A Knock-out Early Redemption Trigger
occurs if the Underlying Value of the
Underlying(r) is greater than or equal
to the Lower Limit and lower than the
Upper Limit.
Underlying Value is the price, level
or rate of the relevant Underlying
(without regard to any currency of
denomination of such price, level or
rate, as the case may be) at the relevant
time. Underlying: Knock-out Observation Upper Lower
Date: Limit: Limit:
------------ ---------------------- --------- -------------
EURO 18 April 2016 Infinity 100%
STOXX ---------------- of the
50 (R) 17 October 2016 Index
Index ---------------- Level
13 April 2017 on the
---------------- Initial
16 October 2017 Underlying
---------------- Observation
16 April 2018 Date
----------------
16 October 2018
----------------
16 April 2019
----------------
16 October 2019
----------------
------------ ---------------------- --------- -------------
C.16 The expiration Subject to compliance with all relevant
or maturity laws, regulations and directives, the
date of final redemption date of the Notes
derivative is 30 April 2020.
Securities
- the
exercise
date or
final
reference
date.
----- ---------------------- ----------------------------------------------------------------------------------------------
C.17 Settlement The Notes will be cash settled on 30
procedure April 2015. Notes will be delivered
on 30 April 2015 against payment of
the issue price of the Notes.
The Notes are cleared through Euroclear/Clearstream,
Luxembourg and settlement will be in
accordance with the procedures and
local practices relevant to such clearing
system.
----- ---------------------- ----------------------------------------------------------------------------------------------
C.18 Procedure The value of an underlying will affect
on return whether the Notes redeem early and,
on Securities the amount paid on the redemption as
set out in more detail in Element C.8
and C.15.
----- ---------------------- ----------------------------------------------------------------------------------------------
C.19 Final The final value of the underlying is
reference calculated by looking at the price,
price level or rate of the underlying (without
of underlying regard to any currency of denomination
asset of such price, level or rate, as the
case may be) at the relevant time on
the Redemption Determination Date (being
16 April 2020), as calculated by the
calculation agent.
----- ---------------------- ----------------------------------------------------------------------------------------------
C.20 Type of The Underlying is an index.
underlying Information relating to it can be foundat
asset Bloomberg Ticket SX5E
----- ---------------------- ----------------------------------------------------------------------------------------------
C.21 Indication Not The Notes are admitted to trading
of the on the London Stock Exchange's regulated
market market.
where
the securities
will be
traded
and for
which
prospectus
has been
published.
----- ---------------------- ----------------------------------------------------------------------------------------------
Section D - Risks
------------------------------------------------------------------------
D.2 Key risk The following are key risk factors
factors related to the Issuer, its operations,
relating industry and its structure that may
to the affect the Issuers' ability to fulfil
Issuer its obligations under the Notes issued
under the Programme:
* risk management;
* credit risk;
* liquidity risk;
* interest rate risk; and
* foreign currency risk.
---- ---------------- ------------------------------------------------
D.3 Key risk The Notes involve a high degree of
factors risk. Investors should recognise that
relating their Notes may mature worthless and
to the should be prepared to sustain a total
Securities loss of the purchase price of their
Notes. This risk reflects the nature
of a Note as an asset which, other
factors held constant, tends to decline
in value over time and which may become
worthless when it matures.
Investors should be experienced with
respect to options and option transactions,
should understand the risks of transactions
involving the Notes and should reach
an investment decision only after careful
consideration, with their advisers,
of the suitability of such Notes in
light of their particular financial
circumstances.
Early redemption
Certain events or circumstances may
lead to the Notes being redeemed prior
to their scheduled maturity date. In
such circumstances, Noteholders may
not be able to reinvest the redemption
proceeds so as to receive the return
they might receive on the Notes.
Potential losses arising on redemption
Investors should be aware that the
Early Redemption Amount or Final Redemption
Amount may be less than the principal
amount of the Notes. The Redemption
Method applicable to the Final Redemption
Amount may be different to the Redemption
Method applicable to the Early Redemption
Amount.
Ranking of the Notes
The Notes and the Guarantee each constitute
general, unsecured, contractual obligations
of the Issuer and, as the case may
be, the Guarantor and of no other person.
Any person who purchases such Notes
is relying upon the creditworthiness
of the Issuer and the Guarantor and
has no rights under the Conditions
against any other person.
Payments in a specified currency
The Issuer will pay principal and interest
on the Notes and the Guarantor will
make any payments under the Guarantee
in the Specified Currency. This presents
certain risks relating to currency
conversions if an investor's financial
activities are denominated principally
in a different currency.
Conflicts of interest
Certain potential conflicts of interest
exist or may arise between Noteholders
and certain other parties which have
the potential to adversely affect Noteholders.
Compounding of risks
Various risks relating to the Notes
may be correlated or compounded and
such correlation and/or compounding
may result in increased volatility
in the value of the Notes and/or in
increased losses for Noteholders.
Legal and tax risks
Certain risks arise as a result of
applicable law (including applicable
tax law) which have the potential to
adversely affect Noteholders.
Trading Notes in the secondary market
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. Therefore,
investors may not be able to sell their
Notes easily or at prices that will
provide them with their anticipated
yield or a yield comparable to similar
investments that have a developed secondary
market.
Credit ratings
Credit rating agencies may assign credit
ratings to the Notes. The ratings may
not reflect the potential impact of
all the risks and other factors that
may affect the value of the Notes.
A reduction in the rating, if any,
accorded to the Notes, or of the outstanding
debt securities of the Issuer or the
Guarantor could result in a reduction
in the trading value of the Notes.
The capital invested in the Notes is
at risk. Consequently, the amount a
prospective investor may receive on
redemption of its Notes may be less
than the amount invested by it and
may be zero (0).
D.6 Risk warning The Notes involve a high degree of
that investors risk. Investors should recognise that
may lose their Notes may mature worthless and
value of should be prepared to sustain a total
entire loss of the purchase price of their
investment Notes. This risk reflects the nature
of a Note as an asset which, other
factors held constant, tends to decline
in value over time and which may become
worthless when it matures.
Investors should be experienced with
respect to options and option transactions,
should understand the risks of transactions
involving the Notes and should reach
an investment decision only after careful
consideration, with their advisers,
of the suitability of such Notes in
light of their particular financial
circumstances.
Early redemption
Certain events or circumstances may
lead to the Notes being redeemed prior
to their scheduled maturity date. In
such circumstances, Noteholders may
not be able to reinvest the redemption
proceeds so as to receive the return
they might receive on the Notes.
Potential losses arising on redemption
Investors should be aware that the
Early Redemption Amount or Final Redemption
Amount may be less than the principal
amount of the Notes. The Redemption
Method applicable to the Final Redemption
Amount may be different to the Redemption
Method applicable to the Early Redemption
Amount.
Payments linked to an underlying asset
The Linked Interest Amounts and Redemption
Payoff in respect of the Notes are
linked to the value of the Underlying.
Investors should therefore appreciate
that they are taking a view on the
value of the Underlying as it is used
for the purposes of determining the
Linked Interest Amounts and Redemption
Payoff.
Investors should be aware that:
(i) the market price of the Notes may
be volatile;
(ii) movements in the Underlying(s)
may adversely affect the amount of
principal and interest to be paid on
the Notes and may also affect the market
value of the Notes;
(iii) they may receive no interest;
(iv) payment of principal or interest
may occur at a different time or in
a different currency than expected;
(v) the amount of principal to be repaid
may be less than the stated nominal
amount of the Notes or may even be
zero;
(vi) the Underlying may be subject
to significant fluctuations that may
not correlate with changes in interest
rates, currencies or other indices;
(vii) if the Underlying is applied
to Notes in conjunction with a multiplier
greater than one or contains some other
leverage factor, the effect of changes
in the Underlying on principal or interest
payable likely will be magnified; and
(viii) the timing of changes in the
Underlying may affect the actual yield
to investors, even if the average level
is consistent with their expectations.
In general, the earlier the change
in the Underlying, the greater the
effect on yield.
Structured payments
The Notes are structured such that
the amounts payable in respect of interest
and principal are subject to the application
of multipliers or leverage or other
similar factors, or a combination of
those features or other similar related
features and to a cap and a floor.
The market value of the Notes may therefore
be even more volatile than those for
securities that do not include those
features.
Small changes in the value of the Underlying
may have disproportionate consequences
on the Interest Amounts and Redemption
Payoff paid in respect of the Notes.
The effect of a cap or floor, or a
combination thereof, may mean that
the investor will not fully participate
in any positive performance of the
Underlying(s) and any payments in respect
of the Notes will be lower than they
would have been without a cap, floor
or combination thereof, as the case
may be.
Amounts payable determined by reference
to a formula
Amounts payable in respect of the Notes
are determined by reference to formulae,
as described in the Elements above.
The Notes therefore entail significant
risks not associated with similar investments
in a conventional debt security. Investors
should fully understand the basis on
which payments in respect of the Notes
will be determined in accordance with
the applicable Conditions and should
appreciate that neither the current
nor the historical value of the Underlying
should be taken as an indication of
future performance of Underlying.
Ranking of the Notes
The Notes and the Guarantee each constitute
general, unsecured, contractual obligations
of the Issuer and, as the case may
be, the Guarantor and of no other person.
Any person who purchases such Notes
is relying upon the creditworthiness
of the Issuer and the Guarantor and
has no rights under the Conditions
against any other person.
Payments in a specified currency
The Issuer will pay principal and interest
on the Notes and the Guarantor will
make any payments under the Guarantee
in the Specified Currency. This presents
certain risks relating to currency
conversions if an investor's financial
activities are denominated principally
in a different currency.
Conflicts of interest
Certain potential conflicts of interest
exist or may arise between Noteholders
and certain other parties which have
the potential to adversely affect Noteholders.
Compounding of risks
Various risks relating to the Notes
may be correlated or compounded and
such correlation and/or compounding
may result in increased volatility
in the value of the Notes and/or in
increased losses for Noteholders.
Legal and tax risks
Certain risks arise as a result of
applicable law (including applicable
tax law) which have the potential to
adversely affect Noteholders.
Trading Notes in the secondary market
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. Therefore, investors
may not be able to sell their Notes
easily or at prices that will provide
them with their anticipated yield or
a yield comparable to similar investments
that have a developed secondary market.
Credit ratings
Credit rating agencies may assign credit
ratings to the Notes. The ratings may
not reflect the potential impact of
all the risks and other factors that
may affect the value of the Notes.
A reduction in the rating, if any,
accorded to the Notes, or of the outstanding
debt securities of the Issuer or the
Guarantor could result in a reduction
in the trading value of the Notes.
The capital invested in the Notes is
at risk. Consequently, the amount a
prospective investor may receive on
redemption of its Notes may be less
than the amount invested by it and
may be zero (0).
---- ---------------- ------------------------------------------------
Section E - Other
-----------------------------------------------------------------------
E.2b Reasons Not Applicable. The reasons for the
for offer offer and the net proceeds of the issue
and use are for making profit and hedging certain
of proceeds risks.
when different
from making
profit
and/or
hedging
certain
risks
----- ---------------- ----------------------------------------------
E.3 Terms and Not Applicable. The Notes are not offered
conditions to the public.
of offer
E.4 Interest Not Applicable. So far as the Issuer
material is aware, no person involved in the
to issue offer of the Notes has an interest
including material to the offer, including conflicting
conflicting interests.
interests
----- ---------------- ----------------------------------------------
E.7 Estimated Not Applicable. There are no expenses
expenses charged to the investor by the Issuer
charged
to investor
----- ---------------- ----------------------------------------------
ANNEX B
(This Annex B forms part of the Final Terms to which it is
attached)
INDEX SPONSOR DISCLAIMER
STOXX and its licensors (the "Licensors") have no relationship
to Crédit Agricole CIB, other than the licensing of the EURO STOXX
50(R) and the related trademarks for use in connection with the
products.
STOXX and its Licensors do not:
n Sponsor, endorse, sell or promote the products.
n Recommend that any person invest in the products or any other
securities.
n Have any responsibility or liability for or make any decisions
about the timing, amount or pricing of products.
n Have any responsibility or liability for the administration,
management or marketing of the products.
n Consider the needs of the products or the owners of the
products in determining, composing or calculating the EURO STOXX
50(R) index or have any obligation to do so.
STOXX and its Licensors will not have any liability
in connection with the products. Specifically,
-- STOXX and its Licensors do not make any
warranty, express or implied and disclaim any
and all warranty 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 EURO STOXX
50(R) index and the data included in the EURO
STOXX 50(R) index;
-- The accuracy or completeness of the EURO
STOXX 50(R) index and its data;
-- The merchantability and the fitness for
a particular purpose or use of the EURO STOXX
50(R) index and its data;
-- STOXX and its Licensors will have no liability
for any errors, omissions or interruptions
in the EURO STOXX 50(R) index or its data;
-- Under no circumstances will STOXX or its
Licensors be liable for any lost profits or
indirect, punitive, special or consequential
damages or losses, even if STOXX or its Licensors
knows that they might occur.
The licensing agreement between the Crédit
Agricole CIB and STOXX is solely for their
benefit and not for the benefit of the owners
of the products or any other third parties.
----------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCAKFDBABDDCDD
(END) Dow Jones Newswires
November 18, 2016 11:31 ET (16:31 GMT)
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