Negotiable commercial paper (Negotiable European Commercial Paper - NEU CP-) 1 Not guaranteed programme Information Memorandum (IM) Name of the programme BNP PARIBAS PERSONAL FINANCE (SA), NEU CP Name of the issuer BNP PARIBAS PERSONAL FINANCE (SA) Type of programme NEU CP Programme size EUR 10,000,000,000 Guarantor(s) None Rating(s) of the programme Rated – S&P Global Ratings Arranger(s) BNP PARIBAS (SA) Issuing and paying agent(s) (IPA) BNP PARIBAS (SA) Dealer(s) BNP PARIBAS (SA) BNP PARIBAS PERSONAL FINANCE (SA) Date of the information memorandum 18/07/2018 Update by amendment (if appropriate) None Drawn up pursuant to articles L 213-1A to L 213-4-1 of the French monetary and financial code A copy of the information memorandum is sent to : BANQUE DE FRANCE Direction générale de la stabilité financière et des opérations (DGSO) Direction de la mise en œuvre de la politique monétaire (DMPM) 21-1134 Service des Titres de Créances Négociables (STCN) 39, rue Croix des Petits Champs 75049 PARIS CEDEX 01 Avertissement : cette documentation financière étant rédigée dans une langue usuelle en matière financière autre que le français, l’émetteur invite l’investisseur, le cas échéant, à recourir à une traduction en français de cette documentation. Translation : Warning : as this information memorandum is issued in a customary language in the financial sphere other than French, the issuer invites the investor, when appropriate, to resort to a French translation of this documentation. The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities : https://www.banque-france.fr/en/monetary-policy/monitoring-and-development-market-financing/commercial-paper-and- medium-term-note-market-neu-cp-neu-mtn 1 Trade name of the notes defined in article D.213-1 of the French monetary and financial code
Transcript
Negotiable commercial paper (Negotiable European Commercial Paper - NEU CP-)1
Not guaranteed programme
Information Memorandum (IM)
Name of the programme BNP PARIBAS PERSONAL FINANCE (SA), NEU CP
Name of the issuer BNP PARIBAS PERSONAL FINANCE (SA)
Type of programme NEU CP
Programme size EUR 10,000,000,000
Guarantor(s) None
Rating(s) of the programme Rated – S&P Global Ratings
Arranger(s) BNP PARIBAS (SA)
Issuing and paying agent(s) (IPA)
BNP PARIBAS (SA)
Dealer(s) BNP PARIBAS (SA) BNP PARIBAS PERSONAL FINANCE (SA)
Date of the information memorandum
18/07/2018
Update by amendment (if appropriate)
None
Drawn up pursuant to articles L 213-1A to L 213-4-1 of the French monetary and financial code
A copy of the information memorandum is sent to :
BANQUE DE FRANCE Direction générale de la stabilité financière et des opérations (DGSO)
Direction de la mise en œuvre de la politique monétaire (DMPM) 21-1134 Service des Titres de Créances Négociables (STCN)
39, rue Croix des Petits Champs 75049 PARIS CEDEX 01
Avertissement : cette documentation financière étant rédigée dans une langue usuelle en matière financière autre que le français, l’émetteur invite l’investisseur, le cas échéant, à recourir à une traduction en français de cette documentation.
Translation : Warning : as this information memorandum is issued in a customary language in the financial sphere other than French, the issuer invites the investor, when appropriate, to resort to a French translation of this documentation.
The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities :
1. DESCRIPTION OF THE ISSUANCE PROGRAMME Articles D. 213-9, 1° and D 213-11 of the French monetary and financial code and Article 6 of the Order of 30 May 2016 and subsequent amendments
1.1 Name of the programme
BNP PARIBAS PERSONAL FINANCE (SA), NEU CP
1.2 Type of programme
NEU CP
1.3 Name of the issuer
BNP PARIBAS PERSONAL FINANCE (SA)
1.4 Type of issuer Credit institution
1.5 Purpose of the programme
General corporate purposes
1.6 Programme size (maximum outstanding amount) in Euro
EUR 10,000,000,000
or its equivalent amount (using the exchange rate applicable at the time of issuance) in any other currency authorized by applicable laws and regulations in force in France at the time of the issue.
1.7 Form of the notes
NEU CP are negotiable debt instruments (titres de créances négociables), issued in dematerialised bearer form and recorded in the books of authorised intermediaries (book entry system).
1.8 Yield basis The remuneration of the NEU CP is unrestricted. However, the Issuer commits himself informing the Banque de France when remuneration is related to an index or varies pursuant to a clause of adjustment which does not relate to a usual rate of the interbank market, monetary or bond.
The programme also allows the emission of NEU CP whose remuneration can be related to a formula of indexing which does not guarantee the refunding of the capital in their term. The confirmation of the Issuer relative to such an emission will explicitly mention the formula of refunding and the fraction of the guaranteed capital
In the case of an issue of NEU CP embedding an option of early redemption, extension or repurchase, as mentioned in paragraph 1.10 below, the conditions of remuneration of such NEU CP will be set out when the said NEU CP will be initially issued and shall not be further modified, including when such an embedded option of early redemption, extension or repurchase will be exercised.
1.9 Currencies of issue
Euro or any other currency authorized by applicable laws and regulations in force in France at the time of the issue in accordance with the article D 213-6 of the monetary and financial Code.
1.10 Maturity The term of the NEU CP shall be determined in accordance with laws and regulations applicable in France, which imply that, at the date hereof, the term of the NEU CP shall not be less than one day and shall not exceed 365 days (366 days in a leap year), from the issue date. The NEU CP may be redeemed before maturity in accordance with the laws and regulations applicable in France. The early redemption option, if any, shall be explicitly specified in the confirmation form of any relevant issuance of NEU CP. The NEU CP issued under the programme may carry one or more embedded option(s) of extension of the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder).
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The NEU CP issued under the programme may also carry one or more embedded option(s) of repurchase before the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). An option of extension or repurchase of NEU CP , if any, shall be explicitly specified in the confirmation form of any related issuance of NEU CP. In any case, the overall maturity of a NEU CP embedded with one or several of such clauses, shall always - all options of extension or repurchase included – conform to laws and regulations in force in France at the time of the issue.
1.11 Minimum issuance amount
EUR 200,000 or any other amount above the stated value (or equivalent amount in any other authorised foreign currency)
1.12 Minimum denomination of the notes
EUR 200,000 By virtue of regulation (Article D 213-11 of the French monetary and financial code), the legal minimum face value of the NEU CP within the framework of this programme is EUR 200,000 or the equivalent in the currencies selected at the time of issuance.
1.13 Status of the notes NEU CP issued by the Issuer will constitute unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu without preference among themselves with all other unsurbordinated and unsecured present or future indebtedness of the Issuer, subject to such exceptions as may from time to time exist under applicable law.
1.14 Governing law that applies to the programme
French Law
1.15 Listing of the notes/Admission to trading on a regulated market
Yes. All, or part only, of the NEU CP issued under this programme may be admitted to trading on Euronext Paris and/or on the Luxembourg Stock Exchange. You can verify whether an issue of NEU CP is admitted to trading can be verified (respectively):
on Euronext Paris, on the website of Euronext Paris at the following address: https://bonds.euronext.com/pd/bonds
and /or on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange at the following address: http://www.bourse.lu
1.16 Settlement system The NEU CP may be cleared through Euroclear France.
1.17 Rating(s) of the programme
Rated. The programme has been assigned a rating by S&P Global. Rating assigned by S&P Global Ratings to this programme can be checked at the following address: http://www.standardandpoors.com/en_US/web/guest/ratings/details/-/instrument-details/debtType/CERTDEPST/entityId/120262 Ratings can be reviewed at any time by the rating agencies. Investors are invited to refer to the website of the relevant rating agencies concerned for the current rating (cf Appendix III).
1.19 Issuing and Paying Agent(s) (IPA) - exhaustive list -
On the date of the present Information Memorandum, the Issuer has appointed BNP PARIBAS (SA) as Issuing and Paying Agent of the programme (the "Issuing and Paying Agent"). The Issuer may decide to replace the initial Issuing and Paying Agent or appoint other Issuing and Paying Agent and will, in this case update the Information Memorandum in accordance with regulations.
1.20 Arranger BNP PARIBAS (SA)
1.21 Placement method Placement through dealers. The NEU CP will be either directly placed by the Issuer or subscribed and placed by the dealer(s) (the “Dealers”) appointed at any time by the Issuer. On the date of the present Information Memorandum, the Issuer has appointed as Dealers: BNP PARIBAS (SA); BNP PARIBAS PERSONAL FINANCE (SA). The Issuer may subsequently elect to replace any dealer or appoint other dealers; an updated list of such dealers shall be disclosed to investors upon request to the Issuer.
1.22 Selling restrictions General The Issuer, the Dealers and the holders undertake not to take any action which would facilitate the public offering of NEU CP, or the possession or distribution of the Information Memorandum, or any other document relating to the NEU CP, in any country where the distribution of such documents would be contrary to its laws and regulations, and will only offer or sell the NEU CP in accordance with the laws and regulations in force in these particular countries. The Issuer, the Dealers and the holders undertake to comply with the laws and regulations in force in the countries where it will offer or sell the NEU CP or will hold or distribute the Information Memorandum, and will obtain all necessary authorisations and agreements in accordance with the laws and regulations in force in all the countries in which such an offer for sale will be made by it. The Issuer and the Dealers will bear no responsibility for the breach by the holder of these laws and regulations. France The Issuer, the Dealers and each holder has represented and agreed (i) to comply with the laws and regulations in force in France where it will offer or sell the NEU CP or will hold or distribute the Information Memorandum and (ii) to obtain all necessary authorisations and agreements in accordance with the laws and regulations in force in France in which such an offer for sale will be made by it. United States The NEU CP have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other laws or regulations of any state of the United States of America, and may not be offered or sold within the United States of
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America, or to, or for the account or benefit of, U.S. persons (as defined in accordance with Regulation S under the Securities Act). Any initial subscriber and any further holder of the NEU CP has represented and agreed, that it has not offered, sold, or delivered, and will not offer, sell or deliver, whether directly or indirectly, any NEU CP within the United States of America or to, or for the account or benefit of, any U.S. person (i) as part of their distribution at any time and (ii) otherwise until the day immediately following 40 days after the later of (y) the day on which such NEU CP are offered and (z) the issue date of such NEU CP (the“Distribution Compliance Period”). In addition, until 40 days after the commencement of the offering of the NEU CP, an offer or sale of NEU CP within the United States by an initial subscriber or any further holder of the NEU CP, whether or not participating in the offering, may violate the registration requirements of the Securities Act. Any initial subscriber and any further holder of the NEU CP has also agreed that it will send to each distributor, initial subscriber or person to which it sells NEU CP during the 40-day period (as referred to here above) a notice setting out the selling and offering restrictions of the NEU CP in the United States of America or to, or for the account or benefit of, US persons. The NEU CP will be offered and sold only outside the United States to persons other than US persons (as defined in accordance with Regulation S under the Securities Act).
1.23 Taxation The Issuer is not bound to indemnify any holder of the NEU CP in case of taxes which are payable under French law or any other foreign law in respect of the principal of, or the interest on, the NEU CP, except for any stamp or registration taxes payable by the Issuer under French law.
1.24 Involvement of national authorities
Banque de France
1.25 Contact details of the person(s) in charge of the issuing programme
Responsible of the issuing program
Name: M. Clément REBERIOUX
Title: Head of ALM (Asset and Liability Management) of BNP PARIBAS PERSONAL FINANCE (SA)
Mailing address: 143 rue Anatole France, 92300 Levallois-Perret, France
1.26 Additional information on the programme
Optional23
1.27 Language of the information memorandum which prevails
English
2 Optional : information that the issuer may not provide because it is not required by French regulation
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2. DESCRIPTION OF THE ISSUER Article D. 213-9, 2° of the French monetary and financial code and Article 7, 3° of the Order of 30 May 2016 and subsequent amendments
2.1 Legal name BNP PARIBAS PERSONAL FINANCE (SA)
2.2 Legal form/status, governing law of the issuer and competent courts
BNP PARIBAS PERSONAL FINANCE (SA) is a French Public Limited Company (“société anonyme”) licensed to conduct banking operations under the French monetary and financial code, Book V, Section 1 (“Code Monétaire et Financier, Livre V, Titre 1er”). Apart from the specific rules relating to its status as an establishment in the banking sector, BNP PARIBAS PERSONAL FINANCE (SA) shall be governed by the provisions of the French commercial code (“Code de Commerce”) concerning commercial companies and by its Articles of Association. BNP PARIBAS PERSONAL FINANCE (SA) falls under the jurisdiction of the Commercial court of Paris.
2.3 Date of incorporation 06/05/1953
2.4 Registered office or equivalent (legal address) and main administrative office
BNP PARIBAS PERSONAL FINANCE (SA) 1, boulevard Haussmann 75009 PARIS France.
2.5 Registration number, place of registration
The Issuer is registered with the Registry of Trade (“Registre du Commerce et des Sociétés”) in Paris, under corporate registration number 542 097 902 (APE business identifier code: 6419Z). Legal Entity Identifier : 969500VHT1ZNPVWOYF63
2.6 Issuer’s mission summary The purposes of the company are the following:
1. All banking, financial and credit
transactions and in particular all credit
transactions involving personal credit.
Supplying and providing all investment services within the meaning of the French monetary and financial code.
2. All related or non-banking operations, such as, for example, foreign exchange transactions, investing, subscribing for, purchasing, managing, keeping custody of and selling transferable securities and any financial product, providing asset management advice and assistance, financial management advice and assistance, financial engineering, insurance brokerage, acting as agent, broker or primary dealer and, generally, all services intended to facilitate creating and growing companies.
3. Taking and holding interests in existing or future companies.
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4. More generally, all financial, commercial,
industrial, real or personal property transactions that may be related to its business activity or further its extension or development.
5. The company will carry out the above for its own account, for third parties or through interests, in any form whatsoever, in particular by means of creating new companies, subscriptions, investments in limited partnerships, mergers or takeovers, advances, purchases or sales of securities and ownership rights, the transfer or rental or all or sorne of its assets and rights in real or personal property or in any other way.
2.7 Brief description of current activities
BNP Paribas Personal Finance is n°1 in France and Europe in retail financing through its activities of consumer and residential loans. Fully owned by BNP Paribas Group, BNP Paribas Personal Finance has more than 17 500 employees and its activity is carried through about thirty countries. Through its brands Cetelem, Cofinoga Findomestic or AlphaCredit, BNP Paribas Personal Finance proposes to its clients a full range of retail loans in the stores, through car dealers or directly in its client centers and on the Internet. BNP Paribas Personal Finance has completed its offer with some insurance and saving products for its customers in Italy and France. BNP Paribas Personal Finance has developed an active partnership strategy with some distribution brands, web marketers and other financial institutions (banking and insurance) based on its experience on the credit market and its capacity to propose integrated services adapted to the activity and the commercial strategy of its partners. BNP Paribas Personal Finance is a reference for responsible credit and budgeting education. Information on the main activities, products and services, together with their turnover and the relevant geographical zones for the last 2 exercises can be found in note 3 to the 2017 Consolidated Financial Statements (page 39 of the published 2017 financial statements) and note 3 to the 2016 Consolidated Financial Statements (page 29 of the published 2016 financial statements) consultable at the addresses indicated in Appendix II and Appendix III.
2.8 Capital On June 1st, 2018, the share capital of the Issuer is € 529 548 810 divided into 75 649 830 shares with a par value of €7 each.
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2.8.1 Amount of capital subscribed and fully paid
On June 1st, 2018, the authorised subscribed and
fully paid share capital of the Issuer is € 529 548 810 divided into 75 649 830 shares with a par value of €7 each.
2.8.2 Amount of capital subscribed and not fully paid
As of June 1st, 2018, there is no capital
subscribed and not fully paid.
2.9 List of main shareholders BNP PARIBAS PERSONAL FINANCE (SA) capital is directly and indirectly held in 100 % by BNP PARIBAS (SA).
2.10 Regulated markets on which the shares or debt securities of the issuer are listed
Czech Regulated Market
2.11 Composition of governing bodies and supervisory bodies
The Issuer is governed by a Board of Directors of which members are appointed by the General Shareholders Meeting. As of June 1st, 2018, the composition of the board of directors of BNP PARIBAS PERSONAL FINANCE (SA) is the following:
As of June 1st, 2018, the General Management is composed of : - Laurent DAVID : Chief Executive Officer and Director - Jean-Marie BELLAFIORE : Deputy Chief Executive Officer and Director - Benoit CAVELIER : Deputy Chief Executive Officer - Jany GEROMETTA : Deputy Chief Executive Officer
2.12 Accounting method for consolidated accounts (or failing that, for the annual accounts)
The consolidated financial statements of the BNP Paribas Personal Finance Group have been prepared in accordance with international accounting standards (International Financial Reporting Standards - IFRS) as adopted for use in the European Union. Accordingly, certain provisions of IAS 39 on hedge accounting have been excluded, and certain recent texts have not yet been adopted.
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The introduction of standards and amendments which are mandatory for financial years beginning on or after 1 January 2017 has no effect on the 2017 financial statements. The Group has not opted for the early application of the new standards, amendments and interpretations adopted by the European Union whose application in 2017 was optional.
2.13 Accounting year Starting on 01/01, ending on 31/12
2.13.1 Date of the last general annual meeting of shareholders (or equivalent thereof) which has ruled on the last financial year accounts
22/05/2018
2.14 Fiscal year Starting on 01/01, ending on 31/12
2.15 Auditors of the issuer, who have audited the issuer’s annual accounts
2.15.1 Auditors
Deloitte & Associés Represented by Damien LEURENT and Jean-Vincent COUSTEL 185, avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex Mazars Represented by Nicolas de LUZE Exaltis – 61, rue Henri Regnault 92075 La Défense Cedex Deloitte & Associés, and Mazars intervene in their mission of control of the accounts under the authority of the Haut Conseil du Commissariat aux Comptes and are duly authorized to exercise the functions of Statutory auditors.
2.15.2 Auditors report on the accuracy of the accounting and financial information
For 2017: The auditor’s report on the consolidated financial statements appears on page 56 to 59 and the auditor’s report on the company financial statements appears on page 16 to 20 of the 2017 Annual Financial Statements of BNP PARIBAS PERSONAL FINANCE (SA) (see extracts in Appendix II). For 2016: The auditor’s report on the consolidated financial statements appears on page 49 and the auditor’s report on the company financial statements appears on page 13 of the 2016 Annual Financial Statements of BNP PARIBAS PERSONAL FINANCE (SA) (see extracts in Appendix II).
2.16 Other equivalent programmes of the issuer
2.17 Rating of the issuer Rated by S&P Global Ratings
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2.18 Additional information on the issuer
Optional3
3 Optional : information that the issuer may not provide because it is not required by French
regulation
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CERTIFICATION OF INFORMATION FOR THE ISSUER An application for a STEP label for this programme will be made to the STEP Secretariat. Information as to whether the STEP label has been granted for this Programme may be available on the STEP
Market website (initially www.stepmarket.org). This website is not sponsored by the Issuer and the Issuer is not responsible for its content or availability. Unless otherwise specified in this Information Memorandum, the expressions “STEP”, STEP Market Convention”, “STEP label”, “STEP Secretariat”, and “STEP market website” shall have the meaning assigned to them in the Market Convention on Short-Term European Paper dated 19 May 2015 and adopted by the Euribor ACI and Euribor EBF (as amended from time to time).
Documents available to the shareholders annual general meeting or the equivalent
body.4
Annual reports of the last two financial years : https://www.journal-officiel.gouv.fr/publications/balo/pdf/2018/0627/201806271803263.pdf http://www.journal-officiel.gouv.fr/publications/balo/html/2017/0628/201706281703336.htm
Appendice III
Amendment, if appropriate, under electronic and paper form (signed)
None
4 Further to articles D.213-9 of the French monetary and financial code and L.232-23 of the French commercial code, financial information mentioned in Article D213-9 of the French monetary and financial code should be made available to any person upon request.
