Simplified Prospectus. 3Y Leveraged Certificate Plus on Commodities

Transcription

1 Smplfed Prospectus Ths product does not represent a share n a collectve nvestment scheme and thus s not subject to the approval and supervson of the Swss Fnancal Market Supervsory Authorty FINMA. Therefore, nvestors n ths product are not elgble for the specfc nvestor protecton under the Swss Federal Act on Collectve Investment Schemes Fnal Terms and Condtons (our ref. CE745VH) 3Y Leveraged Certfcate Plus on Commodtes The followng product s a dervatve fnancal nstrument, offerng the nvestor the maxmum between a certan bonus level and a partcpaton n the performance of the Basket of Underlyngs as long as the Basket closes at or above ts Knock-out Prce on the Redempton Valuaton Date. If the Basket closes below ts Knock-out Prce on the Redempton Valuaton Date, the condtonal protecton s termnated and the product wll be redeemed at par or by cash settlement at the Commodty Reference Prce of the Basket on the Redempton Valuaton Date. Issuer BNP Parbas Arbtrage Issuance B.V. Issuer's Domcle Regulersdwarsstraat 90 - NL-1017 BN Amsterdam - The Netherlands Guarantor BNP Parbas (AA / Aa2) (on an unsecured bass) Guarantor's Domcle 16 boulevard des Italens Pars - France Issue Type Certfcate Issue Amount USD 5,000,000 Number of Certfcates 5,000 Nomnal Amount per Certfcate (N) 1 certfcate = USD 1,000 Currency Issue Prce per Certfcate Mnmum Subscrpton Amount Mnmum Tradng Sze USD Quanto 100% USD 1,000 1 certfcate (and multples of 1 certfcate thereafter) Trade Date February 16 th, 2011 Strke Date February 17 th, 2011 Issue Date March 03 rd, 2011 Redempton Valuaton Date March 03 rd, 2014 Redempton Date March 17 th, 2014, subject to the occurrence of () any Call Opton by Issuer (Illegalty and Force Majeure, as descrbed n the Base Prospectus) and () the Addtonal Dsrupton Events (as descrbed n the Base Prospectus). Underlyng Commodtes Name of Underlyng Commodty Bloomberg Code Underlyng Intal Weght(W ) 1 Wheat W1 Comdty % ncolas.amatoury@bnpparbas.com 1

2 2 Corn C1 Comdty % 3 Soybean S1 Comdty % 4 Sugar SB1 Comdty % Fnal Redempton On the Redempton Date, the Issuer shall redeem each certfcate n accordance wth the followng: 1) If no Knock-out Event has occurred: N x Basket Fnal 100% + max 0%,180% 1 Basket Intal 2) Otherwse: N x Basket Basket Fnal Intal Where On a generc day t, the Underlyng Basket of Commodtes shall be computed accordng to the followng formula: Basket t = W 4 W Underlyngt = 1 Underlyng0 where: Underlyngt s the offcal closng value of the -th Underlyng on a generc day t; Underlyng 0 s the offcal closng value of the -th Underlyng on Strke Date. Basket Intal s equal to 100%; Basket fnal s the closng level of the Underlyng Equally-Weghted Basket of Commodtes on the Redempton Valuaton Date;. Underlyng Intal for = 1,...,4 s the Commodty Reference Prce of the Underlyng on the Strke Date. Underlyng Fnal for = 1,...,4 s the Commodty Reference Prce of the Underlyng on the Redempton Valuaton Date. Knock-out Prce 70% of Basket Intal Knock-out Determnaton The Redempton Valuaton Date. Day Knock-out Valuaton Tme Knock-out Event Specfc Scheduled Closng Tme of each Underlyng Commodty on the Redempton Valuaton Date. A Knock-out Event shall be deemed to occur f, at the Knock-out Valuaton Tme on the Knockout Determnaton Day, Basket Fnal closes at a prce less than ts Knock-out Prce. Busness Day Conventon Followng Busness Day Payment Busness Days New York Calculaton Agent BNP Parbas Arbtrage S.N.C. ncolas.amatoury@bnpparbas.com 2

3 Calculaton Agent's Domcle 8 rue de Sofa Pars - France Governng Law Jursdcton Lstng Fees/Dscount Issuer's Web Page / Publcaton Englsh The Courts of England and Wales None In connecton wth the offer and sale of the Certfcates, the Dstrbutor may 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. The purchaser acknowledges that such dstrbuton fee may be retaned by the Dstrbutor. Further nformaton s avalable from the Dstrbutor on request. The Base Prospectus can be vewed at the Issuer's Web Page and the webste of the Netherlands Authorty for Fnancal Markets' (Autortet Fnancële Markten - AFM) ( If there are any unforeseen changes to the condtons for the Certfcates durng ther term, these wll be notfed to the Holders of the Certfcates va the Clearng Systems n accordance wth the Terms and Condtons and wll be publshed on the Issuer's Web Page. Documentaton Ths document ncludes the nformaton requred for a smplfed prospectus pursuant to Artcle 5 of the Federal Act on Collectve Investment Schemes and may be obtaned free of charge from BNP Parbas (Susse) SA, Place de Hollande 2, Case postale, CH-1211 Geneve 11, Swtzerland. Ths document s not a prospectus wthn the meanng of Artcles 652a and 1156 of the Swss Code of Oblgatons. Documentaton on ths nvestment product comprses the Fnal Terms of the Certfcates to be dated the Issue Date and the Base Prospectus for the BNP Parbas Arbtrage Issuance B.V. / BNP Parbas S.A. Warrant and Certfcate Programme dated June 3 rd, 2010 (the "Base Prospectus") a copy of whch s avalable free of charge from BNP Parbas on request and whch may be obtaned freely and drectly from BNP Parbas Securtes Servces, Luxembourg Branch (n ts capacty as Prncpal Payng Agent), 33, rue de Gasperch, Howald - Hesperange, L-2085 Luxembourg or BNP Parbas (Susse) SA, Place de Hollande 2, Case postale, CH-1211 Geneve 11, Swtzerland. Ths document must be read n conjuncton wth the Fnal Terms (when avalable) and the Base Prospectus. Form Ths document s delvered to the nvestor / purchaser by the dstrbutor. The nvestor / purchaser s fully nformed about the content of ths document and fully understand the terms and condtons heren. Clearng System Global Certfcate Codes ISIN: XS Common: Valoren: CH Reuters Rc for Structure XS =BNPP Prncpal Securty Agent / Common Depostary BNP Parbas Securtes Servces, Luxembourg Branch Prncpal Securty Agent's / Common Depostary's Domcle Secondary Tradng 33, rue de Gasperch Howald-Hesperange L-2085 Luxembourg Daly prce ndcatons ncludng accrued nterest wll be publshed on Reuters. No representaton s made as to the exstence of a market for the Certfcates. BNP Parbas Arbtrage SNC 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 SNC 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 1.00%. The bd prce ncludes accrued nterest. ncolas.amatoury@bnpparbas.com 3

4 Intal Settlement/Clearng Specfc Rsks Delvery versus payment. BNPP wll settle through Clearstream Settlement must be made n Nomnal. Potental loss: - There s a rsk of total captal loss, and therefore an nvestment n the Certfcates s hghly speculatve, nvolvng sgnfcant rsk, ncludng the possble loss of all of the amount nvested, and should therefore only be consdered by persons who can afford a loss of all of ther nvestment. - The Certfcates nvolve a hgh degree of rsk, whch may nclude, among others, nterest rate, foregn exchange, tme value and poltcal rsks. Purchasers should be prepared to sustan a total loss of the purchase prce of ther Certfcates. The Terms and Condtons n the Base Prospectus provde for early redempton on the occurrence of Force Majeure, Illegalty and certan other events affectng the Underlyng, whereupon the Calculaton Agent shall calculate the far market value of each Certfcate less the cost to the Issuer and/or ts Afflates of unwndng any underlyng related hedgng arrangements, all as determned by the Calculaton Agent n ts sole and absolute dscreton. Payment wll be made n such manner as shall be notfed to the Certfcate holders n accordance wth the Condton 10 of the Base Prospectus. Issuer Rsk and Guarantor Rsk: - Certfcates are unsecured oblgatons: The Certfcates retenton of value s dependent not only on the development of the value of the underlyng Commodtes, but also the credtworthness of the ssuer, whch may change over the term of the structured product. The Certfcates are drect unsecured oblgatons of the Issuer and wll rank par passu wth all other drect unsecured oblgatons of the Issuer. The oblgatons of the Guarantor under the guarantee are unsecured oblgatons of the Guarantor and wll rank par passu wth all ts other present and future unsecured oblgatons, subject as may from tme to tme be mandatory under French law. - Possble llqudty of the Certfcates n the secondary market: It s not possble to predct the prce at whch Certfcates wll trade n the secondary market. - The tradng market for the Certfcates may be volatle and may be adversely mpacted by many events. - An actve tradng market for the Certfcates may not develop. - The Certfcates may be redeemed pror to maturty. - A Certfcate holder's actual yeld on the Certfcates may be reduced from the stated yeld by transacton costs. - A Certfcate holder's effectve yeld on the Certfcates may be dmnshed by the tax mpact on that Certfcate holder's of ts nvestment n the Certfcates. - In the secondary market a bd/ask spread wll generally apply. Tax Informaton Swss Federal Stamp Duty Ths product s subject to Swss stamp duty. Therefore, secondary market transactons are subject to Swss stamp duty. If shares are delvered to the nvestor at redempton, the delvery of shares s n prncple subject to the Swss stamp duty. Swss Wthholdng Tax The product s not subject to the Swss wthholdng tax. EU Savngs Tax Swss Tax Treatment For Swss payng agents, the product s not subject to the EU savngs tax (TK7). Ths product s classfed as transparent, where the majorty of the return of the bondpart s n the form of a payment at redempton (IUP). Therefore, prvate nvestor wth tax domcle n Swtzerland, s subject to the Swss Federal Income Tax on the dfference between the bondfloor at purchase and the bondfloor at sale or redempton (f denomnated n foregn curency these amounts must be converted nto CHF by applyng the prevalng exchange rate at purchase date and sale or redempton date when applcable). The present value of the bond part at ssue s 95.51% (ref.rate: %). However, any gan derved from the opton s consdered as a captal gan and therefore for such nvestor not subject to the Swss federal, cantonal or communal Income Tax. ncolas.amatoury@bnpparbas.com 4

5 Prudental Supervson The tax nformaton only provdes a general overvew of the potental tax consequences lnked to ths product at the tme of ssue. Tax laws and tax doctrne may change, possbly wth retroactve effect. BNP Parbas s authorsed and supervsed by the Autorté de Contrôle Prudentel. Transfer and Sellng Restrctons Restrctons apply to offers, sales or transfers of the Certfcates n varous jursdctons. In all jursdctons offers, sales or transfers may only be effected to the extent lawful n the relevant jursdcton. For a descrpton of certan further restrctons on offers and sales of Certfcates and the dstrbuton of the Fnal Terms, see the secton enttled "Subscrpton and Sale" n the Base Prospectus. IMPORTANT INFORMATION Nether BNP Parbas nor any of ts afflates gves any assurance that any certfcate wll be ssued or any transacton wll be entered nto on the bass of the terms set out n ths document. The nformaton contaned n ths document s provded to you alone and you agree that t may not be dstrbuted by you other than n complance wth the applcable securtes laws and regulatons n force n the jursdcton(s) n whch you offer the certfcates descrbed n ths document (the "Certfcates"). If you have receved a copy of ths document from anyone other than BNP Parbas or any dstrbutor, t wll not contan all the nformaton requred for you to assess ts contents. 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, any Supplements to the Base Prospectus and the applcable Fnal Terms for the Certfcates (when avalable) and these documents preval over any pror communcatons or materals relatng to the terms of the Certfcates. Potental nvestors should carefully read the sectons headed "Rsk Factors" n the Base Prospectus and the Fnal Terms for a full descrpton of the potental rsks assocated wth the Certfcates, and "Sellng Restrctons", for certan lmtatons on the purchase and onward sales of the Certfcates. Any llustratve 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 judgment 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 judgment 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. You should note and assess for the purposes of any nvestment decson that members of the BNP Parbas group may face possble 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. Ths product does not represent a share n a collectve nvestment scheme and thus s not subject to the approval and supervson of the Swss Fnancal Market Supervsory Authorty FINMA. Therefore, nvestors n ths product are not elgble for the specfc nvestor protecton under the Swss Federal Act on Collectve Investment Schemes (CISA). Investor Responsbltes The Certfcates may be offered to the publc n Swtzerland however no acton has been or wll be taken n any other 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 laws and publc offer requrements n the jursdctons n whch they may purchase, place or resell the certfcates, ncludng, wthout lmtaton, the EU Prospectus Drectve and the relevant mplementng measures n any EU member state. As you may not be the only purchaser of the certfcates, you should not rely on any publc offer exempton relyng on offers only beng made to a restrcted number of nvestors (classfed by type or locaton as applcable). Sellng Restrctons 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. Securtes 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 ncolas.amatoury@bnpparbas.com 5

6 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. ncolas.amatoury@bnpparbas.com 6