Bpifrance Financement (société anonyme, duly licensed French établissement de crédit)

Transcription

1 CMS Bureau Francis Lefebvre draft dated 25 June 2014 THIS DOCUMENT IS A FREE NON BINDING TRANSLATION, FOR INFORMATION PURPOSES ONLY, OF THE FRENCH LANGUAGE CONDITIONS DEFINITIVES DATED 26 JUNE 2014 (THE "CONDITIONS DEFINITIVES"), A FORM OF WHICH IS INCLUDED IN THE PROSPECTUS DE BASE DATED 17 JUNE 2014 WHICH RECEIVED VISA No FROM THE AUTORITE DES MARCHES FINANCIERS (THE "AMF") ON 17 JUNE 2014 (THE "AMF BASE PROSPECTUS"). ONLY THE AMF BASE PROSPECTUS WHICH INCLUDES THE FORM OF THE CONDITIONS DEFINITIVES WAS GRANTED A VISA BY THE AMF. IN THE EVENT OF ANY AMBIGUITY OR CONFLICT BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED IN THE CONDITIONS DEFINITIVES AND THIS DOCUMENT, THE RELEVANT STATEMENTS OR ITEMS OF THE CONDITIONS DEFINITIVES SHALL PREVAIL. FOR THE AVOIDANCE OF DOUBT, REFERENCES IN THIS DOCUMENT TO THE "BASE PROSPECTUS" OR THE "FINAL TERMS" ARE RESPECTIVELY TO THE "AMF BASE PROSPECTUS" OR THE "CONDITIONS DEFINITIVES" AND DO NOT INCLUDE THEIR ENGLISH TRANSLATION. Final Terms dated 26 June 2014 Bpifrance Financement (société anonyme, duly licensed French établissement de crédit) 20,000,000,000 Euro Medium Term Note Programme benefiting from the autonomous, unconditional and irrevocable first demand guarantee of EPIC BPI-Groupe (établissement public à caractère industriel et commercial) Issue of 1,250,000,000 Floating Rate Notes due June 2016 benefiting from the autonomous, unconditional and irrevocable first demand guarantee of EPIC BPI-Groupe Series No.: 13 Tranche No.: 1 Issue Price: 100 per cent. Joint Lead Managers Deutsche Bank NATIXIS

2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 17 June 2014 (that received visa number from the Autorité des marchés financiers (the "AMF") dated 17 June 2014) (the "Base Prospectus") which constitutes a base prospectus for the purposes of the Prospectus Directive (as defined below). This document constitutes the final terms (the "Final Terms") of the notes described herein (the "Notes") for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Guarantee (as defined below) and the Base Prospectus. These Final Terms and the Base Prospectus are published (a) on the website of the AMF ( and (b) with the Guarantee, on the website of the Issuer ( and are available for viewing during normal business days and hours at the registered office of the Issuer and at the specified offices of the Paying Agent where copies may be obtained. "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, including by the Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010) and includes any relevant implementing measure of the Prospectus Directive in each relevant Member State of the European Economic Area. 1. Issuer: Bpifrance Financement ("Bpifrance Financement") 2. Guarantor: Etablissement public à caractère industriel et commercial BPI-Groupe ("EPIC BPI- Groupe") 3. (i) Series Number: 13 (ii) Tranche Number: 1 4. Specified Currency: Euro (" ") 5. Aggregate Nominal Amount of Notes: (i) Series: 1,250,000,000 (ii) Tranche: 1,250,000,000 The full and punctual payment of any amount due in principal, interest and accessories under the Notes is guaranteed by an autonomous, unconditional and irrevocable first demand guarantee of EPIC BPI-Groupe granted on 26 June 2014 to the beneficiaries named therein, published on the website of the issuer ( and available for inspection and copy, without charges, during normal business days and hours, at the registered office of the Issuer and at the specified offices of the Paying Agent set out at the end of the Base Prospectus (the "Guarantee") 6. Issue Price: 100 per cent. of the Aggregate Nominal Amount 7. Specified Denomination: 100, (i) Issue Date: 30 June 2014 (ii) Interest Commencement Date: Issue Date 9. Maturity Date: Interest Payment Date falling on, or around, 30 June

3 10. Interest Basis: 3 month EURIBOR per cent. per annum Floating Rate (further particulars specified below) 11. Redemption Basis: Unless previously redeemed or purchased and cancelled, the Notes will be redeemed on the Maturity Date at 100 per cent. of their denomination 12. Change of Interest Basis: 13. Redemption Options: 14. (i) Date of corporate authorisation for issuance of Notes: Decision of the Board of directors of the Issuer dated 18 December 2013 (ii) Dates of corporate authorisations of the Guarantee: Decisions of the Board of directors of the Guarantor dated 19 December 2013 and 10 February 2014 PROVISIONS RELATING TO INTEREST PAYABLE 15. Fixed Rate Notes Provisions: 16. Floating Rate Notes Provisions: Applicable (i) Interest Periods: The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date (ii) Specified Interest Payment Dates: 30 March, 30 June, 30 September and 30 December of each year up to and including the Maturity Date (iii) First Interest Payment Date: 30 September 2014 (iv) Interest Period Date: (v) Business Day Convention: Modified Following Business Day Convention (vi) Business Centre (Condition 6(a)): (vii) (viii) Manner in which the Rate of Interest is to be determined: Party responsible for calculating the Rate of Interest and/or Interest Amount (if not the Calculation Agent): Screen Rate Determination (ix) FBF Determination: (x) ISDA Determination: (xi) Screen Rate Determination: Applicable - Benchmark: 3 month EURIBOR - Relevant Time: 11:00 a.m. (Brussels time) - Interest Determination Dates: Two TARGET Business Days prior to the first day in each Interest Period - Primary Source: Reuters Page EURIBOR01 4

4 - Reference Banks (if Primary Source is "Reference Banks"): - Relevant Financial Centre: Euro Zone - Representative Amount: - Effective Date: - Specified Duration: (xii) Margin: per cent. per annum (xiii) Rate Multiplier (xiv) Minimum Rate of Interest: 0 per cent. per annum (xv) Maximum Rate of Interest: (xvi) Day Count Fraction: Actual/ Zero Coupon Notes Provisions: PROVISIONS RELATING TO REDEMPTION 18. Call option: 19. Put option: 20. Final Redemption Amount of each Note: 100,000 per Note of 100,000 Specified Denomination 21. Redemption by Instalments: 22. Early Redemption Amount: Early Redemption Amount of each Note payable on redemption for taxation reasons (Condition 7(f)) or on event of default (Condition 10) or other early redemption set out in the Terms and Conditions: GENERAL PROVISIONS APPLICABLE TO THE NOTES 23. Form of Notes: Dematerialised Notes 100,000 per Note of 100,000 Specified Denomination (i) Form of Dematerialised Notes: In bearer form (Au porteur) (ii) Registration Agent: (iii) Temporary Global Certificate: (iv) Exclusion of the possibility to request identification information of the Noteholders as provided by Condition 1(c)(v): 24. Financial Centre or other special provisions relating to payment dates for the purposes of Condition 8(g): 25. Talons for future Coupons or Receipts to be attached to Definitive Materialised Notes (and dates on which such Talons mature): Applicable 26. Masse (Condition 12): Masse Allégée Name and address of the initial Representative are: 5

5 Sandrine d'haussy 69, avenue Gambetta Saint-Maur-des-Fossés France Name and address of the alternate Representative are: Sylvain Thomazo 20, rue Victor Bart Versailles France The Representative will receive a remuneration of 600 per year in respect of its functions. GENERAL The aggregate principal amount of Notes issued has been translated into Euro at the rate of [ ] per cent. producing a sum of: RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Signed on behalf of Bpifrance Financement: By: Arnaud Caudoux Directeur Exécutif Signed on behalf of EPIC BPI-Groupe By: François Auvigne Président-Directeur Général 6

6 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 30 June 2014 (ii) Estimate of total expenses related to admission to trading: 8,400 (including the AMF fees) 2. RATINGS Ratings: The Notes to be issued have been rated: Moody's France S.A.S.: Aa1 (negative outlook) Fitch France S.A.S.: AA+ (stable outlook) Each of the above agencies is a credit rating agency established in the European Union, registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority ( in accordance with the CRA Regulation 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in "Subscription and Sale" of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 4. OPERATIONAL INFORMATION ISIN Code: FR Common Code: Depositaries: (a) (b) Euroclear France to act as Central Depositary Common Depositary for Euroclear Bank and Clearstream Banking, société anonyme Any clearing system other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number Yes No Delivery: Names and addresses of additional Paying Agent: Name and address of the Calculation Agent designated in respect of the Notes: Delivery against payment 7

7 5. DISTRIBUTION Method of distribution: Syndicated (i) If syndicated, names of the Managers: Deutsche Bank Aktiengesellschaft Natixis (ii) Stabilising Manager: (iii) If non syndicated, name of the Dealer: (iv) Additional selling restrictions: (v) U.S. selling restrictions: Reg. S Compliance Category 1 TEFRA Rules 8