SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS

Transcription

1 SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS IN RESPECT OF CALL OPTIONS ON SHARES OF AN INDEX (the SDs or the Warrants) ISSUED UNDER THE SECURITISED DERIVATIVES PROGRAMME THE SECURITISED DERIVATIVES DOCUMENTED HEREIN ARE INTENDED FOR PURCHASE BY A LIMITED NUMBER OF INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 25 June 2012 as supplemented by any supplement to the Base Prospectus (the Base Prospectus), which constitutes a Base Prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the final terms of the SDs described herein 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 SDs is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, and any supplement to the Base Prospectus, is available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Agent. The SDs, the Guarantee and any securities to be issued or delivered on the exercise or redemption of the SDs have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state of the United States. The SDs and the Guarantee are being sold only outside the United States to non-u.s. persons in accordance with Regulation S under the Securities Act. Accordingly, the Warrants may not be exercised and the SDs, the Guarantee and any securities to be issued or delivered on exercise or redemption of the SDs may not be offered or sold to any person in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act). Furthermore, trading in the SDs has not been approved by the United States Commodity Futures Trading Commission and neither the Guarantor or the Issuer has been or will be registered as a commodity pool operator under the rules promulgated under the United States Commodity Exchange Act of 1936, as amended, and no U.S. person may at any time trade or maintain a position in the SDs. The Issuer has not registered and does not intend to register as an "investment company" under the United States Investment Company Act of 1940, as amended. References herein to numbered Conditions are to the terms and conditions of the SDs (the Conditions) and words and expressions defined in the Conditions shall bear the same meaning in these Final Terms, save as where otherwise provided. Subject as provided below, the Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. The information relating to the Indices contained herein has been accurately reproduced from information published by Reuters and the relevant Index Sponsor (as defined below). So far as the Issuer is aware and/or the Guarantor is able to ascertain from information published by Reuters and the relevant Index Sponsor no facts have been omitted which would render the reproduced information misleading.

2 FTSE 100 Index The product is/are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ( FTSE ) or the London Stock Exchange Group companies ( LSEG ) (together the Licensor Parties ) and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the FTSE 100 Index (upon which the product is based), (ii) the figure at which the FTSE 100 Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the FTSE 100 Index for the purpose to which it is being put in connection with the product. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the FTSE 100 Index to licensee or to its clients. The FTSE 100 Index is calculated by FTSE or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the FTSE 100 Index or (b) under any obligation to advise any person of any error therein. All rights in the FTSE 100 Index vest in FTSE. FTSE is a trade mark of LSEG and is used by FTSE under licence. Eurostoxx 50 Index STOXX and its licensors (the Licensors ) have no relationship to the Licensee, other than the licensing of the EURO STOXX 50 and the related trademarks for use in connection with the products. STOXX and its Licensors do not: Sponsor, endorse, sell or promote the products. Recommend that any person invest in the products or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of products. Have any responsibility or liability for the administration, management or marketing of the products. Consider the needs of the products or the owners of the products in determining, composing or calculating the relevant index or have any obligation to do so. 2

3 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 relevant index and the data included in the EURO STOXX 50 ; The accuracy or completeness of the relevant index and its data; The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50 and its data; STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50 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 issuer and STOXX is solely for their benefit and not for the benefit of the owners of the products or any other third parties. MAIN PROVISIONS 1. Issuer: SGA Societe Generale Acceptance N.V. 2. Type of Securitised Derivatives: 3. Number of Warrants/Aggregate Nominal Amount of Certificates: Specialist Basket Index Physical Delivery European Style Call Warrants 10 Warrants of GBP 1, Specified Denomination: 5. Consolidation: 6. Issue Date: 20 February Issue Price: GBP 1,000 per SD 8. Determination Date (Certificates)/Expiration Date (European Style Warrants)/Exercise Period (American Style Warrants): 22 February 2019 except in the case of an Early Expiration when the Expiration Date shall be the relevant Early Expiration Date (as defined in Annex III) or (if such date is not a Business Day) the immediately succeeding Business Day 9. Settlement Date 01 March 2019 or (if such date is not a Business Day) the 3

4 (Warrants)/Maturity Date (Certificates): immediately succeeding Business Day except in the case of an Early Expiration when the Settlement Date shall be the seventh Business Day following the Early Expiration Date 10. Settlement Currency: GBP UNDERLYING 11. Index Securitised Derivatives: Applicable for the purposes of determining the Entitlement 11.1 Index/Indices: The SGI Wise Long/Short Index, being the underlying for the purpose of determining the Entitlement (the Underlying) (as described in Annex I and more fully described on the Reference Page). The Basket of Indices (the Basket), being the underlying for the purpose of determining the Settlement Price, as described in Annex II Sponsor(s): The Underlying: Societe Generale 11.3 Exchange(s): The Underlying: 11.4 Related Exchange(s): Each exchange on which futures/options contracts relating to the Underlying are traded, from time to time, as determined by the Calculation Agent Reference Page(s): For information purposes only, details of the level of the Underlying can be found on Actual Maturity Date: 11.7 Actual Maturity Value: 11.8 Adjustments in case of events relating to Index/Indices: As set out in Condition Other provisions: 12. Share Securitised Derivatives and GDR Securitised Derivatives 13. Debt Instrument Securitised Derivatives 14. Credit Linked SDs provisions Not Applicable 15. Currency Securitised Not Applicable 4

5 Derivatives 16. Commodity Securitised Derivatives 17. Interest Rate Securitised Derivatives 18. Fund Securitised Derivatives 19. Securitised Derivative Securitised Derivatives 20. Additional provisions relating to open ended SDs: INTEREST/COUPON 21. Provisions relating to Fixed Rate SDs: 22. Provisions relating to Floating Rate SDs: BASKET 23. Provisions relating to Basket SDs: Applicable 23.1 Q: 23.2 Dynamic Basket: 23.3 Other Provisions: See Annex III hereto EXERCISE/REDEMPTION AND SETTLEMENT 24. Issuer option to vary settlement: 25. Cash Settlement Amount (Warrants)/Redemption Amount (Certificates): 26. Settlement Price(s): See Annex III 27. Termination or adjustments in the case of increased cost of As set out in Condition

6 hedging: 28. Trigger Early Expiration Option 29. Notional Amount: 30. Parity: 31. Valuation Date(s): Valuation Date(i) (i from 0 to 6) (each a Valuation Date(i)): 32. Conversion Rate: Valuation Date(0) or Initial Valuation Date: 08 February 2013 Valuation Date(1): 10 February 2014 Valuation Date(2): 09 February 2015 Valuation Date(3): 08 February 2016 Valuation Date(4): 08 February 2017 Valuation Date(5): 08 February 2018 Valuation Date(6) or Final Valuation Date: 08 February 2019 or (if any such date is not a Business Day) the immediately succeeding Business Day 33. Substitute Conversion Rate: 34. Entitlement: Subject to valid exercise of the SDs on the Expiration Date or, as the case may be, on the Early Expiration Date and, in each case, payment of the Exercise Price, one or more shares, being or having been during the period between the Issue Date and the Expiration Date or, as the case may be, the Early Expiration Date, a component of the Underlying (as defined in Part A-11) selected by the Calculation Agent on the Settlement Date, having an aggregate market value based on the official closing price on the relevant exchange of such shares on the Expiration Date or, as the case may be, the Early Expiration Date (as determined by the Calculation Agent) equivalent to the Settlement Price or, as the case may be, the Early Settlement Price (as defined in Section B of Annex III). 35. Evidence of Entitlement: In the case of an Entitlement (or part thereof) consisting of a share or shares in a company or companies incorporated in the United Kingdom, a share certificate in respect of such share or shares in the name of the Holder. 6

7 In the case of an Entitlement (or part thereof) consisting of shares in a company or companies incorporated in a country other than the United Kingdom, the equivalent proof of title to such shares under the applicable law of the relevant jurisdiction. Where applicable, the relevant records of the clearing system, or any participant in such clearing system, in which the share(s) is/are held. 36. Delivery of Entitlement: Euroclear UK & Ireland Limited or other relevant clearing system 37. Reference Period: 38. Reference Range: 39. Exercise provisions applicable to Warrants Applicable 39.1 Exercise: Manual 39.2 Exercise Price: GBP 500 per SD 39.3 Minimum Exercise Number: 39.4 Maximum Exercise Number: 40. Provisions applicable to Certificates GENERAL PROVISIONS 41. Business Day Centre: 42. Trading Day: As set out in the Conditions 43. Date of Board of Directors approval: 44. Minimum Trading Number: 45. Additional selling restrictions: 46. Indicative last trading day: As of 08 February SDs The Expiration Date or, as the case may be, the Early Expiration Date 7

8 47. Distribution: Distribution on a non-syndicated basis 48. Modifications to the Conditions, other terms or special conditions: Not Applicable LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of securitised derivatives described herein pursuant to the Securitised Derivatives Programme of SGA Societe Generale Acceptance N.V. RESPONSIBILITY The Issuer and the Guarantor accepts responsibility for the information contained in these Final Terms. 8

9 PART B OTHER INFORMATION 1. LISTING (i) Listing: London (ii) Admission to trading: Application has been made for the SDs to be admitted to trading on the London Stock Exchange with effect from the Issue Date. 2. RATINGS 3. NOTIFICATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Manager(s), so far as the Issuer is aware, no person involved in the issue of the SDs has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 6. YIELD 7. HISTORIC INTEREST RATES 8. PERFORMANCE OF UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS (a) INDEX/BASKET OF INDICES The performance of the Underlying will not impact the value of the Warrants. Except in the case of an Early Expiration, if on the Final Valuation Date the official closing quotation of the worst performing Index in the Basket is greater than or equal to 75 per cent. of its official closing quotation on the Initial Valuation Date, then the net value of the Warrant at expiration will be GBP 1,675; or Except in the case of an Early Expiration, if on the Final Valuation Date the official closing quotation of the worst performing Index in the Basket is strictly lower than 75 per cent. of its official closing quotation on the Initial Valuation Date and greater than or equal to 60 per 9

10 cent. of its official closing quotation on the Initial Valuation Date, then the net value of the Warrant at expiration will be GBP 1,000; or Except in the case of an Early Expiration, if on the Final Valuation Date the official closing quotation of the worst performing Index in the Basket is strictly lower than 60 per cent. of its official closing quotation on the Initial Valuation Date, then the lower the official closing quotation of the worst performing Index in the Basket on the Final Valuation Date the lower the value of the Warrant at expiration. In the case of an Early Expiration Event, if such event occurs on or before 22 February 2013, the net value of the Warrant will be GBP 1,000, and otherwise, the later such event occurs, the higher the net value of the Warrant (subject to a net minimum of GBP 1, if such occurs on Valuation Date(1) and a net maximum of GBP 1, if such occurs on Valuation Date(5)). Prior to expiry, the value of the Warrant is affected by numerous factors, including changes in the value of the asset, time to expiry, interest and exchange rates, changes in dividend or coupon payments as well as levels of market volatility. These may have a net positive or negative impact on the value of the Warrants. More information can be obtained from the SG website, (b) SHARE/GDR/BASKET OF SHARES/BASKET OF GDRs/ BASKET OF SHARES and GDRs (c) DEBT INSTRUMENT/BASKET OF DEBT INSTRUMENTS (d) REFERENCE ENTITY AND REFERENCE OBLIGATION / BASKET OF REFERENCE REFERENCE ENTITIES / OBLIGATIONS (e) RATE(S) OF EXCHANGE/CURRENCIES/BASKET OF CURRENCIES (f) COMMODITY/BASKET OF COMMODITIES (g) SECURITISED DERIVATIVE/BASKET OF SECURITISED DERIVATIVES (h) DYNAMIC BASKET 10

11 9. PUBLIC OFFERS 10. OPERATIONAL INFORMATION (a) ISIN Code: CWN8139X3649 (b) SEDOL Code: B96C9M7 (c) Any additional or alternative or Operator or clearing system: (d) Agent and specified office: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom (e) Calculation Agent: Societe Generale, Paris (f) Secondary trading: Societe Generale has a firm commitment to act as intermediary in secondary trading, providing liquidity through bid and offer rates. Societe Generale's commitment as market maker, or that of such relevant entity of the Societe Generale group, implies a commitment to abide by the relevant regulations of the London Stock Exchange. Societe Generale, or an entity of the Societe Generale group, will make, under normal market conditions, a daily indicative secondary market price in GBP until and including the Final Valuation Date with a maximum bid-offer spread of 1 per cent. 11

12 ANNEX I DESCRIPTION OF THE UNDERLYING SGI WISE LONG/SHORT INDEX 1. STRATEGY Every month, the Wise model computes a score for every pan-european stock that complies with a market capitalisation threshold of 3 billion euros. This score is based on a set of value and momentum factors that have been selected for their robustness in predicting out performers and underperformers in the past. The long portfolio represents the most attractive decile of the scoring universe whilst the short portfolio represents the lowest decile. 2. OBJECTIVE The main objective of the SGI Wise Long/Short Index is to deliver stable returns, with a lower volatility than the European market using long and short positions on pan-european stocks. For more detailed information regarding the cumulative performance of the Underlying investors are referred to the following website: 12

13 ANNEX II BASKET OF INDICES Indices(k) (each an Index(k)): (1) FTSE 100 Index (2) EURO STOXX 50 Index Sponsor(s) (the Index Sponsors and each an Index Sponsor): (1) FTSE International Limited (2) Stoxx Limited Exchange(s): (1) London Stock Exchange Related Exchange: (1) LIFFE (2) In respect of each the component stocks of the Index, the principal stock exchange on which such stocks are principally traded, as determined by the Calculation Agent (2) EUREX Reference page: For information purposes only, details of the Indices can be found on: (1) Reuters.FTSE or (2) Reuters.STOXX50E or 13

14 ANNEX III SETTLEMENT PRICE A. Settlement Price Except in the case of an Early Expiration, the Settlement Price will be an amount per SD in the Settlement Currency determined on the basis of the following formula: a) If on the Final Valuation Date, Performance(6) is greater than or equal to minus twenty five per cent (i.e. Performance(6) -25%), then otherwise, GBP GBP 1,000 [100% %] b) If on the Final Valuation Date, Performance(6) is strictly lower than minus twenty five per cent AND greater than or equal to minus forty per cent (i.e. -40% Performance(6) < -25%), then otherwise, GBP GBP 1, % c) If on the Final Valuation Date, Performance(6) is strictly lower than minus forty per cent (i.e. Performance(6) < -40%), then Where: GBP GBP 1,000 [100% + Performance(6)] Performance(6) means the performance of the worst performing Index(k) on the Final Valuation Date calculated as follows: Min(k from 1 to 2) (S(6,k)/S(0,k)) 1 S(0,k) (k from 1 to 2) means the official closing quotation of the Index(k) on the Initial Valuation Date, being for S(0,1) and for S(0,2). S(6,k) (k from 1 to 2) means the official closing quotation of the Index(k) on the Final Valuation Date as determined by the Calculation Agent. 14

15 B. Early Expiration Upon the occurrence of one of the following events (each an Early Expiration Event), the SDs will expire early and be settled at the relevant Early Settlement Price (as defined below). 1. On any date between the Issue Date (excluded) and 22 February 2013 (included), the Issuer on the one hand and any Holder on the other hand have the right to decide at their absolute discretion that the SDs will expire early (the Early Expiration) and be settled at the Early Settlement Price, subject to payment of the Exercise Price. The Early Expiration at the option of the Issuer will be notified to the Holders as provided in the Conditions. Early Expiration at the option of any Holder will be effected through the delivery by such Holder of an exercise notice to the Agent. The Early Expiration Date means either (a) the third Business Day following the date on which Early Expiration is notified by the Issuer to the Holders or (b) the date on which the exercise notice is delivered by a Holder to the Agent. In this case, the Early Settlement Price means an amount calculated in accordance with the following formula: GBP GBP 1, % 2. If on a Valuation Date(i) (i from 1 to 5), Performance(i) is equal to or greater than the relevant Auto-Call Level(i) (i.e. Performance(i) Auto-Call Level(i)), the SDs will be exercisable at the option of the Holders on such Valuation Date(i) and, if exercised (the Early Expiration), will be settled at the Early Settlement Price, subject to payment of the Exercise Price. Where: Auto-Call Level(i) (i from 1 to 5) means: 0% ; (i=1) 0% ; (i=2) - 5% ; (i=3) - 10% ; (i=4) - 15% ; (i=5) Performance(i) (i from 1 to 5) means the performance of the Index(k) on a Valuation Date(i) (i from 1 to 5) calculated in accordance with the following formula: Min(k from 1 to 2) (S(i,k)/S(0,k)) 1 S(0,k) has the same meaning ascribed to it in Section A of Annex III S(i,k) means the official closing quotation of the Index(k) on a Valuation Date(i) (i from 1 to 5). In this case, the Early Settlement Price means an amount calculated in accordance with the following formula: GBP GBP 1,000 [100% + i 11.25%] 15

16 Where i means the year from 1 to 5 of the Valuation Date(i) on which the Early Expiration Event occurs. The Early Expiration Event will be notified to the Holders as provided in the Conditions and the Holders will be able to exercise the SDs by delivering an exercise notice to the Agent not earlier than ten (10) Business Days following the date on which the occurrence of the Early Expiration Event is notified by the Issuer to the Holders. The Early Expiration Date means the date on which the exercise notice is delivered by the Holders to the Agent. 16