SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS

Transcription

1 SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS IN RESPECT OF CALL WARRANTS ON GLENCORE XSTRATA PLC (the SDs) ISSUED UNDER THE SECURITISED DERIVATIVES PROGRAMME THE SECURITISED DERIVATIVES DOCUMENTED HEREIN ARE INTENDED FOR PURCHASE BY INVESTORS, ALL OR SOME OF WHOM MAY OR MAY NOT BE 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 Share contained herein has been accurately reproduced from information published by Reuters. So far as the Issuer is aware and/or the Guarantor is able to ascertain from information published by Reuters no facts have been omitted which would render the reproduced information misleading.

2 MAIN PROVISIONS 1. Issuer: 2. Type of Securitised Derivatives: SGA Societe Generale Acceptance N.V. - Series A: Retail Single Share Cash Settled European Style Call Warrants - Series B: Retail Single Share Cash Settled European Style Call Warrants 3. Number of Warrants/Aggregate Nominal Amount of Certificates: - Series A: 10,000,000 - Series B: 10,000, Specified Denomination: 5. Consolidation: 6. Issue Date: 17 September Issue Price: - Series A: GBP 0.90 per SD - Series B: GBP 0.67 per SD 8. Determination Date (Certificates)/Expiration Date (European Style Warrants)/Exercise Period (American Style Warrants): 9. Settlement Date (Warrants)/Maturity Date (Certificates): - Series A: 18 December Series B: 18 December 2015 or (if such date is not a Business Day) the immediately succeeding Business Day As set out in the Conditions 10. Settlement Currency: GBP UNDERLYING 11. Index Securitised Derivatives: 12. Share Securitised Derivatives and GDR Securitised Derivatives Applicable 12.1 Share Company(ies): Glencore Xstrata PLC 12.2 Share(s): Ordinary shares with a nominal value of USD 0.01 (1 cent) each (ISIN code: JE00B4T3BW64) 2

3 12.3 GDR(s): 12.4 Exchange(s): London Stock Exchange 12.5 Related Exchange(s): LIFFE 12.6 Reference page(s)/code(s): Reuters code GLEN.L 12.7 Inter-Bank Offered Rate: LIBOR GBP 12.8 Adjustments in case of events relating to Shares or GDRs: As set out in Condition Other provisions: 13. Debt Instrument Securitised Derivatives 14. Credit Linked SDs provisions 15. Currency Securitised 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 3

4 23. Provisions relating to Basket SDs: EXERCISE/REDEMPTION AND SETTLEMENT 24. Issuer option to vary settlement: 25. Cash Settlement Amount (Warrants)/Redemption Amount (Certificates): As set out in the Conditions 26. Settlement Price(s): The official closing price of the Share quoted on the Exchange on the Valuation Date. 27. Termination or adjustments in the case of increased cost of hedging: 28. Trigger Early Expiration Option: As set out in Condition Notional Amount: 30. Parity: - Series A: 1 - Series B: Valuation Date(s): As per the Conditions 32. Conversion Rate: 33. Substitute Conversion Rate: 34. Entitlement: 35. Evidence of Entitlement: 36. Delivery of Entitlement: 37. Reference Period: 38. Reference Range: 39. Exercise provisions applicable to Warrants Applicable 39.1 Exercise: Automatic Exercise 39.2 Exercise Price: - Series A: (GBP) 4.50 per SD - Series B: (GBP) 5.50 per SD 4

5 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: As of 12 September Minimum Trading Number: One SD 45. Additional selling restrictions: 46. Indicative last trading day: - Series A: 17 December Series B: 17 December 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 accept responsibility for the information contained in these Final Terms. 5

6 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 AND AUTHORISATION 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 AND OTHER INFORMATION CONCERNING THE UNDERLYING (a) INDEX/BASKET OF INDICES (b) SHARE/GDR/BASKET OF SHARES/BASKET OF GDRs/ BASKET OF SHARES and GDRs For Call Warrants, the further the Underlying is above the Exercise Price, the higher the value of the Warrant at expiration. If the Underlying is at or below the Exercise Price at expiration, the value of the Warrant is zero. 6

7 Prior to expiration, the value of the SD is affected by numerous factors, including changes in the value of the underlying asset, time to expiration, 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 SDs. More information can be obtained from the SG website (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 9. PUBLIC OFFERS 10. OPERATIONAL INFORMATION (a) ISIN Code: - Series A: CWN8139U Series B: CWN8139U7171 (b) SEDOL Code: - Series A: B8CJJ03 - Series B: B6VNCF8 (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 7

8 (e) Calculation Agent: Societe Generale, Paris (f) Secondary trading: Societe Generale Option Europe has a firm commitment to act as intermediary in secondary trading, providing liquidity through bid and offer rates. 8