1Y Cappuccino Certificate on Adidas AG, Carlsberg AS, Continental AG, MCDONALD'S CORP and Orange SA in USD Quanto

Transcription

1 Term Sheet Indcatve Terms and Condtons (our ref. CE2044IVL) 1Y Cappuccno Certfcate on Addas AG, Carlsberg AS, Contnental AG, MCDONALD'S CORP and Orange SA n USD Quanto Issuer BNP Parbas Arbtrage Issuance B.V. (S&P's A) Guarantor Issue Type BNP Parbas (S&P's A / Moody's A1 / Ftch A+) Certfcate Issue Amount USD 500,000 Number of Certfcates 5000 Notonal Amount per Certfcate (N) Currency Issue Prce per Certfcate Lstng 1 Certfcate = USD 100 USD Quanto 100% None Trade Date July 14 th, 2016 Strke Date August 31 st, 2016 Issue Date September 07 th, 2016 Redempton Valuaton Date August 31 st, 2017 Redempton Date September 07 th, 2017 Underlyng Shares Name of Underlyng Share Bloomberg Code Share Intal Coupon Barrer Prce 1 Addas AG ADS GY TBD TBD 2 Carlsberg AS CARLB DC TBD TBD 3 Contnental AG CON GY TBD TBD 4 MCDONALD'S CORP MCD UN TBD TBD 5 Orange SA ORA FP TBD TBD Condtonal Coupon (for each Certfcate) On any Coupon Valuaton Daten, a Coupon calculated as follows wll be pad on the correspondng Coupon Payment Daten per Certfcate: N Max0%,Performance n Where: Equty Dervatves Solutons / Structured Products - Central And Eastern Europe 1

2 Performance n = 1 Perf 5 n 5 =1 Where for all Underlyng Share, wth from 1 to 5, f: Share n Share Intal 100% Then: Perf n = 6% Otherwse: Perf n = Share n Share Intal 1 Where : Share Intal wth from 1 to 5 s the offcal closng prce of the Share on the Strke Date. Share n wth from 1 to 5 s the offcal closng prce of the Share on Coupon Valuaton Daten n Coupon Valuaton Daten Coupon Payment Daten 1 February 28 th, 2017 March 07 th, August 31 st, 2017 September 07 th, 2017 Fnal Redempton On the Redempton Date, the Issuer shall redeem each Certfcate at the followng Cash Settlement Amount: 1) If WO ShareFnal s greater than or equal to WO ShareIntal: 2) Else f WO ShareFnal s greater than or equal to 90% x WO ShareIntal: 3) Otherwse: Where WO Share s the Underlyng Share wth the worst performance from the Strke Date to the Redempton Valuaton Date, defned as: WO ShareIntal s the offcal closng prce of WO Share on the Strke Date. WO ShareFnal s the offcal closng prce of WO Share on the Redempton Valuaton Date. Equty Dervatves Solutons / Structured Products - Central And Eastern Europe 2

3 Share Intal wth from 1 to 5 s the offcal closng prce of the Share on the Strke Date. Share Fnal wth from 1 to 5 s the offcal closng prce of the Share on the Redempton Valuaton Date. Busness Day Conventon Payment Busness Days Calculaton Agent Governng Law Documentaton Form Codes Reuters Rc for Structure Common Depostary Mnmum Subscrpton Sze Mnmum Tradng Sze Secondary Tradng Intal Settlement Followng Busness Day New York BNP Parbas Arbtrage S.N.C. Englsh The securtes wll be ssued under the Issuer's Warrant and Certfcate Programme (the "Programme") by way of Fnal Terms. Copes of the Programme's base prospectus (the "Base Prospectus") dated 10 June 2016 (whch sets out the terms and condtons to be completed by the Fnal Terms) and any supplements thereto are avalable from BNP Parbas Arbtrage S.N.C. on request. In the event of any nconsstency between ths termsheet and the Fnal Terms relatng to the Certfcates, the Fnal Terms wll preval. Clearng System Global Certfcate ISIN: XS Common: ISIN=BNPP BNP Parbas Securtes Servces, Luxembourg Branch Mnmum Subscrpton USD Certfcate (and multples of 1 Certfcate thereafter) Daly prce ndcatons ncludng accrued nterest (drty) wll be publshed on Reuters and Bloomberg. No representaton s made as to the exstence of a market for the Certfcates. BNP Parbas Arbtrage S.N.C. wll endeavour to make a secondary market n the Certfcates, subject to t beng satsfed that normal market condtons preval. Any prces ndcated wll be dependent upon factors affectng or lkely to affect the value of the Certfcates such as, but not lmted to, the remanng tme to the Redempton Date, the outstandng prncpal amount, the Issuer's or, f applcable, the Guarantor's credt rsk, the performance and volatlty of the underlyng asset, nterest rates, exchange rates, credt spreads, and any ncdental costs. To the extent BNP Parbas Arbtrage S.N.C. holds Certfcates that t can offer and subject to t beng satsfed that normal market condtons preval, such prces wll have a bd-offer spread no greater than 1%. Holders should be aware that the secondary market prce for any Certfcate quoted on or after the fourth (4 th ) Clearng System Busness Day precedng any date on whch the Issuer s due to make a payment thereon, shall exclude the amount so payable per Certfcate. The Holder of the Certfcates on the record date, as determned by the rules of the relevant Clearng System, shall be enttled to receve or retan any such amount on the due date for payment thereof. Delvery versus payment. BNP Parbas Arbtrage S.N.C. wll settle through Clearstream Settlement must be made n Nomnal. Fees In connecton wth the offer and sale of the Certfcates, the Dstrbutor wll acqure the Certfcates from BNP Parbas Arbtrage S.N.C. at a dscount to the Issue Prce or at the Issue Prce. If the Dstrbutor acqures the Certfcates at the Issue Prce, BNP Parbas Arbtrage S.N.C. wll pay to the Dstrbutor a dstrbuton fee. Such amounts receved by the Dstrbutor may be n addton to the brokerage cost/fee normally appled by the Dstrbutor. Further nformaton regardng such Equty Dervatves Solutons / Structured Products - Central And Eastern Europe 3

4 Sellng Restrctons dscount/dstrbuton fee s avalable from the Dstrbutor on request. The dscount/dstrbuton fee covers dstrbuton and /or structurng cost for a maxmum annual amount equvalent to 3% p.a. (all tax ncluded) of the Issue Amount. The purchaser s hereby advsed that such dscount fee may be retaned by the Dstrbutor. As set out n the Base Prospectus. IM PORTANT INFORM ATION Ths term sheet contans a proposal for dscusson purposes only and (unless otherwse stated) s ndcatve only. BNP Parba s gves no assurance that any Certfcate wll be ssued or any transacton wll be entered nto on the bass of these ndcatve terms. The nformaton contaned n ths document s provded to you on a strctly confdental bass and you agree that t may not be dstrbuted b y you to other partes or potental purchasers of Certfcates other than wth our pror wrtten consent and n complance wth applcable securtes laws and regulatons n force n the jursdcton(s) n whch you offer the Securtes descrbed n ths document. If you have receved a copy of ths document from anyone other than BNP Parbas, t wll not contan all the nformaton requred for you to assess ts contents. Ths document s not ntended for any Retal Clent, as defned n Drectve 2004/39/EC ("MFID") and the relevant mplementng measures n any EU memb er state. No acton has been or wll be taken n any jursdcton that would, or s ntended to, permt a publc offerng of the Certfcates. The Certfcates are sold to nvestors on the understandng that they wll comply wth all relevant securtes l aws and publc offer requrements n the jursdctons n whch the Certfcates are placed or resold, ncludng, wthout lmtaton, Drectve 2003/71/EC (the EU Prospectus Drectve) as amended (whch ncludes the amendments made by Drectve 2010/73/EU the "2010 PD Amendng Drectve") and the relevant mplementng measures n any EU member state. Where the nvestor of the Certfcates s not the only purchaser of the Certf cates, any publc offer exempton relyng solely on offers only beng made to a restrcted number of nvestors (classfed by type or locaton, as applcable) may not be avalable. The Certfcates may not be offered or sold n the Unted States or to U.S. persons at any tme (as defned n regulaton S under the U.S. Securtes Act of 1933 or the U.S. nternal revenue code). The Certfcates have not been and wll not be regstered under the U.S. Securt es Act of 1933, as amended, or the securtes laws of any state n the Unted States, and are subject to U.S. tax requrements. In purchasng the Certfcates you represent and warrant that you are nether located n the Unted States nor a U.S. person and that you are not purchasng for the account or beneft of any such person. The Certfcates may not be offered, sold, transferred or delvered wthout complance wth all applcable securtes laws and regulatons. Rsk Analyss The Securtes are expressed to have a 90% captal protecton at maturty. Ths protecton apples to 90% of the nomnal value of the Securtes only and provded you hold your Securtes untl maturty. If you sell your Securtes pror to maturty you are lkely to receve less than protected percentage of the nomnal value of the Securtes. BNP Parbas s not provdng the recpents of ths document wth any nvestment advce or recommendaton to enter nto any potental transacton. Any purchaser of Certfcates, other than a BNP Parbas counterparty or dstrbutor, wll be purchasng the Certfcates from such counterparty or dstrbutor and wll have no contractual relatonshp wth BNP Parbas or any of ts afflates. In partcular BNP Parbas wll not be responsble for assessng the approprateness or sutablty of an nvestment n the Certfcates n relaton to such thrd partes. Ths document should be read together wth the Base Prospectus and the applcable Fnal Terms for the Certfcates. Any proposed ssuance descrbed n ths document cannot be fully assessed wthout a careful revew of the terms and condtons contaned n the Base Prospectus and the Fnal Terms. In partcular, potental nvestors should carefully read the sectons headed "Rsk Factors" n the Base Prospectus and the F nal Terms for a full descrpton of the potental rsks assocated wth the Certfcates, and "Offerng and Sale", for certan lmtatons on the purchase and onward sales of the Certfcates. Any ndcatve prce quotatons, nvestment cases or market analyss contaned n ths document or any related marketng materals we may have provded to you have been prepared on assumptons and parameters that reflect our good fath judgement or selecton but must be subject to your own ndependent analyss and due dlgence before you make any nvestment decson. Please note that there can be conflcts of nterests between BNP Parbas and potental nvestors (see below) and we can therefore not assume any responsblty for the fnancal consequences of your nvestment decson, whch must be ndependent. We requre that you undertake your own ndependent due dlgence and aval yourself of your own advsors n order to assess the sutablty of Certfcates n relaton to your own fnancal objectves. Accordngly, f you decde to purchase Certfcates, you wll be deemed to understand and accept the terms, condtons and rsks assocated wth the Certfcates. You wll also be deemed to act for your own account, to have made your own ndependent decson to purchase the Certfcates and to declare that such transacton s approprate for you based upon your own judgement the advce from such advsers as you have deemed necessary to consult. Each holder of the Certfcates shall also be deemed to assume and be responsble for any and all taxes of any jursdcton or governmental or regulatory authorty and should consult ther own tax advsers n ths respect. Equty Dervatves Solutons / Structured Products - Central And Eastern Europe 4

5 You should note and assess for the purposes of any nvestment decson that members of the BNP Parbas group may face possbl e conflcts of nterest n connecton wth certan dutes under the Certfcates, such as tradng n an underlyng for ther own account or for the account of others, recevng fees n a number of capactes or takng market vews whch are not consstent wth the objectve of the Certfcates. BNP Parbas London Branch, (10 Harewood Avenue, London NW1 6AA; tel: ; fax: ; s lead supervsed by the European Central Bank (ECB) and the Autorté de Contrôle Prudentel et de Résoluton (ACPR). BNP Parbas London Branch s authorsed by the ECB, the ACPR and the Prudental Regulaton Authorty and subject to lmted regulaton by the Fnancal Conduct Authorty and Prudental Regulaton Authorty. Detals about the extent of our authorsaton and regulaton by the Prudental Regulaton Authorty, and regulaton by the Fnancal Conduct Authorty are avalable from BNP Parbas on request. BNP Parbas London Branch s regstered n England and Wales under no. FC Equty Dervatves Solutons / Structured Products - Central And Eastern Europe 5