FINAL TERMS. Issue of COP 58,040,000,000 USD settled Fund Linked Interest Notes due 2022 (the "Notes")

Transcription

1 FINAL TERMS 22 June 2017 BBV A GLOBAL MARKETS, B.V. (a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incmporated under Dutch lml' with its seat in Amsterdam, the Netherlands but its tax residency in Spain) (as "Issuer") Issue of COP 58,040,000,000 USD settled Fund Linked Interest Notes due 2022 (the "Notes") under the 2,000,000,000 Structured Medium Term Note Programme guaranteed by BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (incmporated with limited liability in Spain) (as "Guarantor") These Notes are not intended for, and are not to be offered to, the public in any jurisdiction of the EEA. Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. PART A- CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions of the Notes (and, together with the applicable Annex(es), the "Conditions") set fmth in the Base Prospectus dated 19 July 2016 and the supplements to it dated 12 August 2016, 8 November 2016, 13 January 2017 and 22 May 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Tenns of the Notes described herein for the purposes of Alticle 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 and the Base Prospectus.The Base Prospectus has been published on the websites of the Irish Stock Exchange ( and the Central Bank of Ireland ( The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, and the Notes may not be offered, sold, transfen ed, pledged, delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. person. Fwthermore, the Notes do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivety (or options thereon) subject to the U.S. Commodity Exchange Act, as amended (the "CEA"), and trading in the Notes has not been approved by the U.S. Commodity Futures Trading Commission (the "CFTC") pursuant to the CEA, and no U.S. person may at any time trade or maintain a position in the Notes. For a description of the restrictions on offers and sales of the Notes, see "Subscription and Sale" in the Base Prospectus. As used herein, "U.S. person" includes any "U.S. person" or person that is not a "non-united States person" as either such term may be defined in Regulation S or in regulations adopted under the CEA. 1. (a) Issuer: BBVA Global Markets, B.V.

2 (b) (c) (d) (e) (f) Guarantor: Principal Paying Agent: Registrar: Transfer Agent: Calculation Agent: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch Banco Bilbao Vizcaya Argentaria, S.A. 2. (a) Series Number: 377 (b) (c) (d) Tranche Number: Date on which the Notes will be consolidated and form a single Series: Applicable Annexes: Annex 1: Payout Conditions Annex 5: Fund Linked Conditions 3. Specified Notes Currency or Currencies: Colombian Peso ("COP") (the "SER Subject Currency" for the purpose of the Specified Denomination and calculations and payments shall be made in U.S. Dollar ("USD") (the "Settlement Currency") 4. Aggregate Nominal Amount: (a) (b) Series: Tranche: COP 58,040,000,000 COP 58,040,000, Issue Price: 6. (a) Specified Denomination(s): 100 per cent. of the Aggregate Nominal Amount converted into the Settlement Currency at the Initial SER, being USD 20,000,000 in respect of the Aggregate Nominal Amount where "Initial SER" means 2902 COP per one USD COP 500,000,000 and integral multiples of COP 1,000,000 in excess thereof, up to and including COP 999,000,000. No Notes in defmitive form will be issued with a denomination above COP 999,000,000 (b) (c) Minimum Tradable Amount: Calculation Amount: COP 1,000, (a) Issue Date: 22 June 2017 (b) Interest Commencement Date: Issue Date 8. Maturity Date: 22 June 2022 (the "Scheduled Maturity Date") or, in all circumstances if applicable, such later date for payment determined as provided in the Settlement Exchange Rate Provisions set out in Payout Condition 6. 2

3 Interest Basis: Redemption basis: Reference Item: Reference Item Linked Interest: Fund Linked Interest and convetted into the Settlement Cunency by reference to the applicable Settlement Exchange Rate Redemption at par and converted into the Settlement Cun ency by reference to the applicable Settlement Exchange Rate The following Reference Item will apply for Interest determination purposes: ishares MSCI Emerging Markets Exchange Traded Fund Share (see paragraph 25 below) Put/Call Options: Settlement Exchange Rate Provisions: Applicable (i) (ii) (iii) Settlement Exchange Rate: SER Valuation Date(s): Provisions applicable to determining the Settlement Exchange Rate: As per Payout Condition 6 The date falling four (4) SER Scheduled Trading Days prior to the Interest Payment Date For the purpose of the defmition of Settlement Exchange Rate in Payout Condition 6: SER Price Source: "COP TRM (COP02) Rate" being the USD/COP exchange rate for such day, expressed as an the amount of COP per one USD, for settlement on the same day reported by the Colombian Financial Superintendency as published on its website ( as the "Tasa Representativa del Mercado (TRM)" (also referred to as the "Tasa de Cambia Representativa del Mercado" (TCRM)) (or any successor or replacement to such page) SER Valuation Time: Not later than a.m. Bogota time on the first SER Scheduled Trading Day following the SER Valuation Date SER Scheduled Trading Day Jurisdiction: Bogota and New York (iv) (v) SER Disruption Events: SER Disruption Fallbacks: Price Source Disruption The following Disruption Fallbacks apply in the following order: Valuation Postponement SER Number of Postponement Settlement Days: Two Business Days 3 SER Maximum Days of Postponement: Thirty (30)

4 calendar days (vi) (vii) (viii) SER Cumulative Events: SER Number of Settlement Days: SER Additional Disruption Event: First Fallback Reference Price, where: SER First Fallback Price Source: "EMTA COP Indicative Survey Rate (COP03)" being the USD/COP exchange rate, expressed as an the amount of COP per one USD, for settlement on the same day as published in the EMTA website ( (or any successor or replacement to such page as determined by the Calculation Agent) at approximately a.m. Bogota time, or as soon as practicable thereafter, on such day. The COP Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA COP Indicative Survey Methodology. SER First Fallback Valuation Time: a.m Bogota time or as soon as practicable thereafter SER First Fallback Number of Settlement Days: Zero. Calculation Agent Determination Applicable and Maximum Cumulative Days of Postponement means thirty (30) calendar days Zero, where SER Settlement Day Centre(s) means Bogota and New York 14. Status of the Notes: 15. Knock-in Event: 16. Knock-out Event: Senior PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 17. Interest: Applicable (i) Interest Period End Date(s): The Interest Payment Date (i:i) Business Day Convention for Interest Period End Date(s): (iii) Interest Payment Date(s): The Maturity Date i (iv) Business Day Convention for Interest Following Business Day Convention Payment Date(s): (v) Margin(s): 4

5 (vi) (vii) (viii) (ix) (x) Minimum Interest Rate: Maximum Interest Rate: Day Count Fraction: Determination Date(s): Rate of Interest: 1/1 The Rate of Interest shall be determined by the Calculation Agent as: Rate oflnterest (ix) Min [74.49%; Max [0; %*(Coupon Value- 100%)]]* FX Value where, "Coupon Value" means, in respect of the Coupon Valuation Date, the RI Value. "FX Value" means in respect of the Reference Item and any day, the RI FX Level forsuch day divided by the RI FX Strike Level "RI FX Level" means, for the purpose of converting an amount in respect of a Reference Item into the Specified Notes Currency the Settlement Exchange Rate "RI Initial Value" means in respect of The Reference Item, Initial Closing Price "RI Value" means, in respect of the Reference Item and the Coupon Valuation Date, (i) the RI Closing Value for the such Reference Item in respect of such Coupon Valuation Date divided by (ii) the relevant RI Initial Value. "RI FX Strike Level" means in respect of The Reference Item, 2902 COP per USD 18. Fixed Rate Note Provisions: 19. Floating Rate Note Provisions: 20. Specified Interest Amount Note Provisions: 21. Zero Coupon Note Provisions: 22. Index Linked Interest Provisions: 23. Equity Linked Interest Provisions: 5

6 Inflation Linked Interest Provisions: Fund Linked Interest Provisions: Applicable (i) (ii) Fund/Fund Basket(s): Fund Shares: ishares MSCI Emerging Markets ETF The ishares MSCI Emerging Markets ETF is an Exchange Traded Fund ishares MSCI Emerging Markets Exchange Traded Fund Share ISIN CODE: US Bloomberg Code: EEM US <Equity> (iii) Exchange: NYSE Area (iv) Related Exchange: All Exchanges (v) Exchange Business Day: Applicable: (Single Fund Share Basis) (vi) Scheduled Trading Day: Applicable: (Single Fund Share Basis) (vii) StrikeDate: 7June2017 (viii) Averaging: Averaging does not apply to the Notes (ix) Observation Date: (x) Observation Period: (xi) Coupon Valuation Date(s)/Period(s): (xii) Valuation Time: Scheduled Closing Time (xiii) Fund Service Provider: As set out in Fund Linked Condition 4 (xiv) Fund Documents: The fund documents in respect of the Reference Item are available on the following website: / com/us/literature/prospectus/pishares-msci-emerging-markets-etf-8-31.pdf (xv) Fund Business Day: (Single Fund Share Basis) (xvi) Initial Calculation Date: (xvii) Final Calculation Date: (xviii) Calculation Date(s): (xix) Exchange Rate: (xx) NA V BatTier: (xxi) NAV Trigger Percentage: 6

7 (x:xii) (xxiii) (x:xiv) (x:xv) (x:xvi) NA V Trigger Period: Number ofna V Publication Days: Basket Trigger Level: Termination Amounts: Termination Date: Five Non-Principal Protected Termination Amount (x:xvii) Delta I Termination Date: (x:xviii) Protected Amount: (xxix) (x:xx) (x:xxi) Simple Interest Spread: Spread: Market Disruption: Specified Maximum Days of Disruption will be equal to three (x:xxii) Extraordinary Fund Event: As set out in Fund Linked Condition 4 Delayed Redemption on the OccutTence of an Extraordinary Fund Event: (x:xxiii) Additional Extraordinary Fund The following Additional Disruption Events apply to Event: the Notes: Change in Law The Trade Date is 7 June 2017 (xxxiv) Delayed Payment Cut-OffDate: As set out in Fund Linked Condition Foreign Exchange (FX) Rate Linked Interest Not Applicable Provisions: Reference Item Interest/Redemption: Combination Note Interest: Rate Linked Not Applicable PROVISIONS RELATING TO REDEMPTION 29. Final Redemption Amount: Calculation Amount * 100 per cent. 30. Final Payout: 31. Automatic Early Redemption: 32. Issuer Call Option: 33. Noteholder Put: 7

8 34. Early Redemption Amount As set out in General Condition Index Linked Redemption: 36. Equity Linked Redemption 37. Inflation Linked Redemption: 38. Fund linked Redemption: 39. Credit Linked Redemption: 40. Foreign Exchange (FX) Rate Linked Redemption: 41. Combination Note Redemption: 42. Provisions applicable to Instalment Notes: 43. Provisions applicable to Physical Delivery: 44. Provisions applicable to Partly Paid Notes; amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 45. Variation of Settlement: The Issuer does not have the option to vary settlement in respect of the Notes as set out in General Condition 5 (b)(ii) GENERAL PROVISIONS APPLICABLE TO THE NOTES 46. Form of Notes: 47. New Global Note: 48. (i) Financial Centre(s): Temporary Bearer Global Note exchangeable for a Pennanent Bearer Global Note which is exchangeable for defmitive Bearer Notes only upon an Exchange Event excluding the exchange event described in paragraph (iii) of the definition in the permanent Global Note No New York and Bogota (ii) Additional Business Centre(s): New York and Bogota 49. Talons for future Coupons or Receipts to be No attached to definitive Notes (and dates on which such Talons mature): 50. Redenomination, renominalisation and reconventioning provisions: 8

9 reconventioning provisions: RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. The Information regarding the Fund Share has been extracted from Bloomberg. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascetiain from information published by Bloomberg, no facts have been omitted which would render the reproduced inaccurate or misleading. Signed on behalf of the Issuer: Signed on behalf of the Guarantor: Duly authorised Duly authorised 9

10 PART B-OTHER INFORMATION 1 Listing and Admission to trading Irish Stock Exchange's Official List Application has been made for the Notes to be admitted to trading on Irish Stock Exchange's regulated market with effect from the Issue Date 2 Ratings Ratings: The Notes to be issued have been rated: S&P: BBB+ 3 Interests of Natural and Legal Persons Involved in the Issue S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 4 Reasons for the Offer, Estimated Net Proceeds and Total Expenses (i) (ii) (iii) Reasons for the offer: Estimated net proceeds: Estimated total expenses: See "Use of Proceeds" section in the Base Prospectus COP 58,040,000,000 (USD 20,000,000 ) The estimated total expenses that can be determined as of the issue date are up to EUR 600 consisting of listing fees, such expenses exclude cettain out-of pocket expenses incuned or to be incuned by or on behalf of the issuer in connection with the admission to trading 5 Performance of Fund Share, the Settlement Exchange Rate, Explanation of Effect on Value of Investment and Other Information concerning the Underlying The Notes are principal protected in COP and 100% ofthe Final Redemption Amount per Calculation Amount in COP due on the Maturity Date is COP 1,000,000, subject to conversion into USD at the Settlement Exchange Rate. If on the Coupon Valuation Date the official closing level of the Fund Share is higher than its official closing level on 7 June 2017, an Fund Linked Interest, subject to a cap of 74.49% of the Calculation Amount, is calculated in COP and (i) multiplied by the FX Value and (ii) converted into USD at the Settlement Exchange Rate and paid on the Maturity Date For a description of any Extraordinary Fund Events and Additional Extraordinary Fund Events that may affect the Fund and any consequences of an Extraordinary Fund Event or Additional Extraordinary Fund Event 10

11 concerning each Fund, please see Annex 5 ("Additional Terms and Conditions for Fund Linked Notes" in the Issuer's Base Prospectus. and information on the Settlement Exchange Rate rate is available from the website of the Colombian Financial Superintendency ( and other publicly available services and information providers. The Issuer does not intend to provide post-issuance information 6 Operational Information (i) ISIN Code: XS (ii) Common Code: (iii) CUSIP: (iv) Valoren Code: (v) Other Code(s): (vi) Any clearing system(s) other than Euroclear, Clearstream Luxembourg and the DTC approved by the Issuer and the Principal Paying Agent and the relevant identification number(s ): (vii) Delivery: Delivery against payment (viii) Additional Paying Agent(s) (if any): (ix) Intended to be held in a manner which No. would allow Eurosystem eligibility 7 DISTRIBUTION 7.1 Method of distribution: Non-syndicated 7.2 (i) If syndicated, names and addresses of Managers: (ii) Date/Description Agreement: of Subscription (iii) Stabilisation Manager(s) (if any): 7.3 If non-syndicated, name and address of relevant Banco Bilbao Vizcaya Argentaria, S.A. Dealer: Calle Sauceda, Madrid Spain 7.4 U.S. Selling Restrictions: The Notes are only for offer and sale outside the United States in offshore transactions to non-u.s. persons in reliance on Regulation S under the Securities Act and may 11

12 not be offered, sold, transferred, pledged, delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. person. Each initial purchaser of the Notes) and each subsequent purchaser or transferee of the Notes shah be deemed to have agreed with the issuer or the se11er of such Securities that (i) it wiii not at any time offer, sell, resell or deliver, directly or indirectly, such Securities so purchased in the United States or to, or for the account or benefit of, any U.S. person or to others for offer, sale, resale or delivery, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person and (ii) it is not purchasing any Securities for the account or benefit of any U.S. person. Reg. S Compliance Category 2; TEFRA D 7.5 U.S. "Original Issue Discount" Legend: 7.6 Non-Exempt Offer: Not Applicable 8 Terms and Conditions of the Offer The Issuer is only offering to and selling to the Dealer(s) pursuant to and in accordance with the terms of the Programme Agreement. All sales to persons other than the Dealer(s) will be made by the Dealer(s) or persons to whom they se11, and/or otherwise make arrangements with, including the Financial Intermediaries. The Issuer shall not be liable for any offers, sales or purchase of Notes by the Dealer(s) or Financial Intermediaries in accordance with the arrangements in place between any such Dealer or any such Financial Intermediary and its customers. Financial intermediaries seeking to rely on the Base Prospectus and any Final Terms to rese11 or place Notes as pennitted by mticle 3.2 of the 2010 PD Amending Directive must obtain prior written consent from the Issuer and the Guarantor; nothing herein is to be understood as a waiver of such requirement for prior written consent. 12