MiFID II product governance / Retail investors, professional investors and eligible counterparties only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities, taking into account the five (5) categories referred to in item 19 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 3 August 2023, has led to the conclusion that the target market for the Securities is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, MiFID II). Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Retail investors, professional investors and eligible counterparties target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR), and retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of EUWA. Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation - PROHIBITION OF SALES TO EEA RETAIL INVESTORS WITHOUT KID - The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) without an updated key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).
UK PRIIPs Regulation - PROHIBITION OF SALES TO UK RETAIL INVESTORS WITHOUT KID - The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK) without an updated key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (as amended, the UK PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation).
FINAL TERMS DATED 21 JUNE 2024
As amended and restated on 25 June 2024
Issue of GBP 1,100,000 Callable Zero Coupon Notes due June 2034
under the UK Structured Debt Instruments Issuance Programme
by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms of the Securities described herein for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) and must be read in conjunction with the Base Prospectus dated 2 May 2024 and the supplement(s) (if any) to the Base Prospectus published and approved on or before the date of these Final Terms and any supplement to the Base Prospectus which may have been published and approved before the Issue Date (as defined below) (each a Supplement) (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate) which together constitute a base prospectus for the purposes of the UK Prospectus Regulation (the Base Prospectus) in order to obtain all the relevant information. A summary of the issue of the Securities is annexed to these Final Terms. The Base Prospectus and any Supplements are available for viewing on the London Stock Exchange's website (https://www.londonstockexchange.com/) and during normal business hours at the registered office of Crédit Agricole CIB and on its website (https://www.documentation.ca-cib.com/IssuanceProgram).
| 1. | 2. (a) Series Number: | 3. 6392 | |||||||||||||||||||||||||||
| • | • (b) Type of Securities: | • Notes | |||||||||||||||||||||||||||
| • | • (c) Tranche Number: | • 1 | |||||||||||||||||||||||||||
| • | • (d) Date on which the Securities become fungible: | • Not Applicable | |||||||||||||||||||||||||||
| 2 | • Specified Currency: | • British Pound (GBP) | |||||||||||||||||||||||||||
| 3 | • Aggregate Nominal Amount: | • | |||||||||||||||||||||||||||
| • | • (a) Series: | • GBP 1,100,000 | |||||||||||||||||||||||||||
| • | • (b) Tranche: | • GBP 1,100,000 | |||||||||||||||||||||||||||
| 4 | • Issue Price: | • 100.00 per cent. of the Aggregate Nominal Amount | |||||||||||||||||||||||||||
| 5 | • (a) Specified Denominations: | • GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up to and including GBP 1,999 • Calculation of Interest and Redemption based on the Specified Denomination: Not Applicable | |||||||||||||||||||||||||||
| • | • (b) Minimum Trading Size: | • Applicable. The Minimum Trading Size is GBP 1,000 in aggregate nominal amount | |||||||||||||||||||||||||||
| • | • (c) Calculation Amount: | • GBP 1 | |||||||||||||||||||||||||||
| 6 | • (a) Issue Date: | • 21 June 2024 | |||||||||||||||||||||||||||
| • | • (b) Trade Date(s): | • 24 May 2024 | |||||||||||||||||||||||||||
| • | • (c) Interest Commencement Date: | • Not Applicable | |||||||||||||||||||||||||||
| 7 | • Redemption Date: | • 21 June 2034, subject to any early redemption date | |||||||||||||||||||||||||||
| 8 | Type of Notes: | | |||||||||||||||||||||||||||
| | (a) Interest: | Zero Coupon Security | |||||||||||||||||||||||||||
| | (b) Redemption: | For the purpose of determining the Issuer Call Early Redemption Amount: Standard Redemption (See paragraph 19(a) of these Final Terms) For the purpose of determining the Final Redemption Amount: Standard Redemption (See paragraph 19(b) of these Final Terms) (Further particulars specified below in "PROVISIONS RELATING TO REDEMPTION") | |||||||||||||||||||||||||||
| | (c) Partly Paid Securities Provisions: | Not Applicable | |||||||||||||||||||||||||||
| 9 | • Date Board approval for issuance of Securities obtained: | • Authorisation given by the Board of Directors of Crédit Agricole CIB Financial Solutions dated 6 November 2023 | |||||||||||||||||||||||||||
| • PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||||||||||||||||||||||||||
| 10 | • Fixed Rate Security: | • Not Applicable | |||||||||||||||||||||||||||
| 11 | • Floating Rate Security: | • Not Applicable | |||||||||||||||||||||||||||
| 12 | • Linked Interest Security: | • Not Applicable | |||||||||||||||||||||||||||
| 13 | • Zero Coupon Security: | • Applicable | |||||||||||||||||||||||||||
| • PAYOFF FEATURES (IF ANY) RELATING TO INTEREST | |||||||||||||||||||||||||||||
| 14 | • Payoff Features: | • Not Applicable | |||||||||||||||||||||||||||
| • PROVISIONS RELATING TO REDEMPTION | |||||||||||||||||||||||||||||
| 15 | • Redemption Determination Date(s): • | • For the purposes of determining the Final Redemption Amount: the Redemption Date • For the purposes of determining an Early Redemption Amount: the relevant Issuer Call Early Redemption Date | |||||||||||||||||||||||||||
| 16 | Redemption Method: | | |||||||||||||||||||||||||||
| | (a) Early Redemption Amount for the purposes of General Condition 6.2 (Early Redemption Trigger Events) determined in accordance with: | Standard Redemption in accordance with Annex 9, paragraph 2. The Early Redemption Amount will be equal to: Reference Price x Nominal Amount -Redemption Unwind Costs as determined by the Calculation Agent on the Redemption Determination Date. | |||||||||||||||||||||||||||
| | (i) Redemption Payoff: | Not Applicable | |||||||||||||||||||||||||||
| | (ii) Redemption Unwind Costs: | Not Applicable | |||||||||||||||||||||||||||
| | (iii) Reference Price: | In relation to an Early Redemption Datei, the corresponding Reference Pricei relating to such Early Redemption Datei as specified in the table below:
| |||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| | (iv) Early Redemption Trigger Event(s): | Applicable as per Issuer Call Early Redemption Trigger (Annex 8, Chapter 1) | |||||||||||||||||||||||||||
| | - Maximum Call Nominal Amount: | Not Applicable | |||||||||||||||||||||||||||
| | - Issuer Call Early Redemption Date(s): | Each Early Redemption Date, as set out in the table of paragraph 19(a)(iii) above | |||||||||||||||||||||||||||
| | - Maximum Call Notice Period: | Not Applicable | |||||||||||||||||||||||||||
| | - Minimum Call Nominal Amount: | Aggregate outstanding nominal amount of the Securities | |||||||||||||||||||||||||||
| | - Minimum Call Notice Period: | Ten (10) London Business Days prior to the relevant Issuer Call Early Redemption Date. For the purposes of subparagraph (a) of the definition of "Business Day", London shall be considered Additional Business Centre, in each case solely for the purpose of the Minimum Call Notice Period under the Issuer Call Early Redemption Trigger Conditions. | |||||||||||||||||||||||||||
| | (b) Final Redemption Amount for the purposes of General Condition 6.1 (Redemption by Instalments and Final Redemption) determined in accordance with: | Standard Redemption in accordance with Annex 9, Paragraph 2. The Final Redemption Amount will be equal to: Reference Price x Nominal Amount -Redemption Unwind Costs as determined by the Calculation Agent on the Redemption Determination Date. | |||||||||||||||||||||||||||
| | (i) Redemption Payoff: | Not Applicable | |||||||||||||||||||||||||||
| | (ii) Redemption Unwind Costs: | Not Applicable | |||||||||||||||||||||||||||
| | (iii) Payoff Feature Unwind Costs: | Not Applicable | |||||||||||||||||||||||||||
| | (iv) Reference Price: | 170.00 per cent | |||||||||||||||||||||||||||
| | (c) Fair Market Value Redemption Amount: | Applicable | |||||||||||||||||||||||||||
| | (i) Hedge Amount: | Applicable | |||||||||||||||||||||||||||
| | (ii) Fair Market Value Redemption Amount Percentage: | Not Applicable | |||||||||||||||||||||||||||
| | (d) Instalment Redemption Amount determined in accordance with: | Not Applicable | |||||||||||||||||||||||||||
| | (e) Physical Settlement: | Not Applicable | |||||||||||||||||||||||||||
| | (f) Clean-up Call Option (General Condition 6.7 (Clean-up Call Option)): | Not Applicable
| |||||||||||||||||||||||||||
| 17 | • Instalment Securities: | • Not Applicable | |||||||||||||||||||||||||||
| 18 | • Credit Linked Securities: | • Not Applicable | |||||||||||||||||||||||||||
| 19 | • Bond Linked Securities: | • Not Applicable | |||||||||||||||||||||||||||
| 20 | • Preference Share Linked Securities: | • Not Applicable | |||||||||||||||||||||||||||
| 21 | • Linked Redemption Security: | • Not Applicable | |||||||||||||||||||||||||||
| • PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION | |||||||||||||||||||||||||||||
| 22 | • Payoff Features: | • Not Applicable | |||||||||||||||||||||||||||
| 23 | • PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY | ||||||||||||||||||||||||||||
| • | • Not Applicable | • | |||||||||||||||||||||||||||
| • PROVISIONS APPLICABLE TO SECURED SECURITIES | |||||||||||||||||||||||||||||
| 24 | • Secured Security Provisions: | • Not Applicable | |||||||||||||||||||||||||||
| • GENERAL PROVISIONS APPLICABLE TO THE SECURITIES | |||||||||||||||||||||||||||||
| 25 | (a) Form: | Bearer Form: Temporary Bearer Global Security exchangeable for a Permanent Bearer Global Security which is exchangeable for Definitive Bearer Securities only upon an Exchange Event | |||||||||||||||||||||||||||
| | (b) Notes in New Global Note form (NGN Notes) or Certificates in New Global Note form (NGN Certificates): | NGN Notes | |||||||||||||||||||||||||||
| | (c) CMU Securities: | Not Applicable | |||||||||||||||||||||||||||
| 26 | • Branch of Account for the purposes of General Condition 5.5 (General provisions applicable to payments): | • Modified Following Payment Business Day | |||||||||||||||||||||||||||
| 27 | • Business Day Convention for the purposes of "Payment Business Day" election in accordance with General Condition 5.6 (Payment Business Day): | • Modified Following Payment Business Day | |||||||||||||||||||||||||||
| 28 | • Additional Financial Centre(s): | • London | |||||||||||||||||||||||||||
| 29 | • Additional Business Centre(s): | • Not Applicable | |||||||||||||||||||||||||||
| 30 | • Talons for future Coupons or Receipts to be attached to Definitive Bearer Securities and dates on which such Talons mature: | • No | |||||||||||||||||||||||||||
| 31 | • Redenomination (for the purposes of General Condition 3.1): | • Not Applicable | |||||||||||||||||||||||||||
| 32 | (a) Redemption for tax reasons (General Condition 6.3 (Redemption for tax reasons)): | Not Applicable | |||||||||||||||||||||||||||
| | (b) Special Tax Redemption (General Condition 6.4 (Special Tax Redemption)): | Not Applicable | |||||||||||||||||||||||||||
| | (c) Redemption for FATCA Withholding (General Condition 6.5 (Redemption for FATCA Withholding)): | Applicable | |||||||||||||||||||||||||||
| | (d) Regulatory Redemption or Compulsory Resales (General Condition 6.6 (Regulatory Redemption or Compulsory Resales)): | Applicable | |||||||||||||||||||||||||||
| | (e) Events of Default (General Condition 10 (Events of Default)): | Applicable | |||||||||||||||||||||||||||
| | (f) Illegality and Force Majeure (General Condition 19 (Illegality and Force Majeure)): | Applicable | |||||||||||||||||||||||||||
| 33 | • Gross Up (General Condition 8.2 (Gross Up)): | • Not Applicable | |||||||||||||||||||||||||||
| 34 | • Calculation Agent: | • Crédit Agricole Corporate and Investment Bank | |||||||||||||||||||||||||||
| 35 | • Governing Law: | • English Law | |||||||||||||||||||||||||||
| 36 | • French Law Securities Provisions: | • Not applicable | |||||||||||||||||||||||||||
| 37 | • Essential Trigger: | • Not Applicable | |||||||||||||||||||||||||||
| 38 | • Business Day Convention: | • Modified Following Business Day Convention | |||||||||||||||||||||||||||
| 39 | Benchmark Provisions: | Applicable | |||||||||||||||||||||||||||
| | (a) Relevant Benchmark: | Applicable as per the relevant Additional Conditions applicable to the Securities | |||||||||||||||||||||||||||
| | (b) Specified Public Source: | As per the definition in the Definitions Conditions | |||||||||||||||||||||||||||
| | (c) Additional Relevant Rate Benchmark: | Not Applicable | |||||||||||||||||||||||||||
| | (d) Impacted Index: | Not Applicable | |||||||||||||||||||||||||||
| THIRD PARTY INFORMATION | |||||||||||||||||||||||||||||
| Not Applicable | |||||||||||||||||||||||||||||
Signed on behalf of the Issuer:
|
By
|
Duly authorised
PART B - OTHER INFORMATION
| 1. | 2. LISTING AND ADMISSION TO TRADING | ||
| • | • Listing and admission to trading: |
| |
| 2 | • RATINGS • The Securities to be issued have not been rated | ||
| 3 | • INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE • Save as discussed in "Subscription and Sale" in the Base Prospectus and save for any fees payable to the Dealer, and any distributor, in connection with the issue of Securities, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer. | ||
| 4 | REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES | ||
| | a) Reasons for the offer: | See "Use of Proceeds" wording in Base Prospectus | |
| | b) Estimated net proceeds: | Issue Price x Aggregate Nominal Amount of the Notes | |
| | c) Estimated total expenses: | GBP 495.00 and EUR 500.00 including listing costs
| |
| 5 | • PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING THE UNDERLYING | ||
| • | • Not Applicable | ||
| • | • Post-issuance information • The Issuer does not intend to publish post-issuance information in relation to any underlying element to which the Securities are linked. | ||
| 6 | DISTRIBUTION | | |
| | (a) Method of distribution: | Non-syndicated | |
| | (b) If syndicated: | Not Applicable | |
| | (c) If non-syndicated, name and address of Dealer: | Crédit Agricole Corporate and Investment Bank 12, place des États-Unis CS 70052 92 547 Montrouge Cedex France | |
| | (d) Indication of the overall amount of the underwriting commission and of the placing commission: | Not Applicable
| |
| | (e) U.S. Selling Restrictions: | To a Permitted Transferee outside the United States in accordance with Regulation S Securities in Bearer Form - TEFRA D | |
| | (f) Prohibition of Sales to EEA Retail Investors: | Not Applicable | |
| | (g) Prohibition of Sales to UK Retail Investors: | Not Applicable | |
| | (h) Prohibition of Offer to Private Clients in Switzerland: | Not Applicable | |
| | (i) U.S. Dividend Equivalent Withholding: | The Securities are not subject to withholding under the Section 871(m) Regulations. | |
| | (j) Swiss Non-exempt Offer: | Not Applicable | |
| 7 | • OPERATIONAL INFORMATION | • | |
| • | • (a) ISIN: | • XS2559724567 | |
| • | • (b) Temporary ISIN: | • Not Applicable | |
| • | • (c) Common Code: | • 255972456 | |
| • | • (d) VALOREN Code: | • Not Applicable | |
| • | • (e) Other applicable security identification number: | • Not Applicable | |
| • | • (f) Relevant clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. and the relevant identification number(s): | • Not Applicable | |
| • | • (g) Delivery: | • Delivery against payment | |
| • | • (h) Names and addresses of additional Paying Agent(s) (if any): | • Not Applicable | |
| • | • (i) Securities intended to be held in a manner which would allow Eurosystem eligibility: | • No • Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them, the Securities may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Securities will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. | |
| 8 | • BENCHMARKS REGULATION | ||
| • | • Benchmarks Regulation: Article 29(2) statement on benchmarks: | • Not Applicable • | |
| 9 | TERMS AND CONDITIONS OF THE OFFER Not Applicable | ||
ISSUE SPECIFIC SUMMARY
1. INTRODUCTION AND DISCLAIMERS
Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB or the Issuer) is a limited liability company incorporated in France as a "société anonyme" with a board of directors whose registered office is located at 12, place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. The legal entity identifier (LEI) of the Issuer is 1VUV7VQFKUOQSJ21A208.
The debt securities (the Securities) issued by the Issuer are zero coupon securities. The Debt securities are identified by the ISIN Code XS2559724567.
This document constitutes the Summary to the Prospectus (as defined below) (the Summary) for the purpose of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) and must be read in conjunction with:
- the base prospectus dated 2 May 2024 and any supplement thereto, as approved by the Financial Conduct Authority (the FCA), as competent authority under the UK Prospectus Regulation (the Base Prospectus) completed by
- the Final Terms dated 21 June 2024 (the Final Terms),
which together constitute a prospectus for the purposes of the Prospectus Regulation containing the necessary information concerning the issuer and the securities offered to the public or to be admitted to trading on a regulated market (the Prospectus).
Full information on the Issuer, the Guarantor, and the offer of the Securities is only available on the basis of the combination of the Base Prospectus and the Final Terms.
Warning to the reader
This summary should be read as an introduction to the Prospectus. Any decision to invest in the Securities should be based on a thorough review of the Prospectus as a whole, including the Base Prospectus, any documents incorporated by reference thereto, any supplement from time to time and the Final Terms, by the investor.
An investor may lose all or part of the capital invested in the Securities issued by the Issuer. Where an action relating to the information contained in the Prospectus is brought before a court, the plaintiff investor may, under national law, be required to bear the costs of translation of the Prospectus before the commencement of the legal proceedings.
Civil liability will only be sought from the persons who filed the Summary, including any translation thereof, but only if the contents of the Summary are found to be misleading, inaccurate or inconsistent when read together with other parts of the Prospectus or if it does not provide, when read together with the other parts of the Prospectus, key information to assist investors when considering investing in such Securities.
You are about to buy a product that is not simple and can be difficult to understand.
2. KEY INFORMATION ABOUT THE ISSUER
2.1 Who is the issuer of the securities?
Crédit Agricole CIB is a limited liability company incorporated in France as a "société anonyme" (joint stock company) with a Board of Directors governed by ordinary company law, in particular the Second Book of the French Code de commerce. Its registered office is located at 12 place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. Its legal entity identifier (LEI) is 1VUV7VQFKUOQSJ21A208.
Crédit Agricole CIB is a credit institution approved in France and authorised to conduct all banking operations and provide all investment and related services referred to in the French Code monétaire et financier. In this respect, Crédit Agricole CIB is subject to oversight of the European and French responsible supervisory authorities, particularly the European Central Bank and the French Prudential and Resolution Supervisory Authority (ACPR). In its capacity as a credit institution authorised to provide investment services, Crédit Agricole CIB is subject to the French Code monétaire et financier, particularly the provisions relating to the activity and control of credit institutions and investment service providers.
A. Principal activities
The principal activities of Crédit Agricole CIB are mainly:
· Financing: The financing business combines structured financing and commercial banking in France and abroad. Banking syndication is involved in both of these activities.
· Capital markets and investment banking: This business includes capital markets, as well as investment banking.
· Wealth Management: The Wealth Management offers a tailored approach allowing each individual customer to manage, protect and transfer their assets in a manner which best fits their aspirations. Our teams offer expert and first class services for the management of both private and business assets.
B. Organisational Structure / Major shareholders
The Issuer is directly owned by Crédit Agricole S.A., the listed entity of Crédit Agricole Group. Crédit Agricole S.A is the parent company of the Crédit Agricole Group. The Issuer is the corporate and investment banking arm of Crédit Agricole Group. The Crédit Agricole CIB Group (the Group) includes Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) and its consolidated subsidiaries taken as a whole.
C. Key executives
The Chief Executive Officer of the Issuer is Xavier Musca.
D. Statutory Auditors
The statutory auditors of Crédit Agricole CIB are PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly sur Seine, France and Ernst & Young et Autres, Tour First, TSA 14444, 92037 Paris-La-Défense, France, which both are a member of the Compagnie régionale des commissaires aux comptes de Versailles.
2.2 What is the key financial information concerning the Issuer?
The following tables show selected key financial information (within the meaning of Delegated Regulation(EU) 2019/979) of the Issuer for the financial year ended 31 December 2022 and 2023 (all figures are expressed in thousands of euros):
A. Income Statement
| | 31/12/2022 (audited) | 31/12/2023 (audited) |
| Net interest income (or equivalent) | 3,828 | 3,835 |
| Net fee and commission income | 905 | 822 |
| Net impairment loss on financial assets | - | - |
| Net trading income | 1,918 | 2,661 |
| Measure of financial performance used by the issuer in the financial statements such as operating profit | 2,593 | 2,952 |
| Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) (i.e. Net income Group share) | 1,838 | 2,241 |
B. Balance sheet for non-equity securities
| | 31/12/2022 | 31/12/2023 | Value as outcome from the most recent Supervisory Review and Evaluation Process ('SREP') |
| Total assets | 728,202 | 757,367 | Not Applicable |
| Senior debt | 68,389 | 69,960 | Not Applicable |
| Subordinated debt | 4,293 | 4,254 | Not Applicable |
| Loans and receivables from customers (net) | 179,186 | 172,624 | Not Applicable |
| Deposits from customers | 186,851 | 183,332 | Not Applicable |
| Total equity | 28,378 | 30,068 | Not Applicable |
| Non performing loans (based on gross carrying amount)/Loans and receivables) | 1.9% | 1.6% | Not Applicable |
| Phased-in Common Equity Tier 1 capital (CET1) ratio or other relevant prudential capital adequacy ratio depending on the issuance | 11.6% | 12.7% | 8.26% at 31 December 2023 |
| Phased-in Total Capital Ratio | 21.9% | 23.4% | 12.42% at 31 December 2023 12.3% at 30 June 2023 |
| Leverage Ratio calculated under applicable regulatory framework | 3.9% | 3.8% | 3.00% at 31 December 2023 |
C. Qualifications in the audit report
The audit reports do not contain any qualifications with respect to Crédit Agricole CIB historical financial information.
2.3 What are the issuer's specific risks?
The following risks have been identified as being significant and specific to the Issuer and of a nature, should they materialise, to have a significant negative impact on its business activity, its financial position and its access to various sources of financing:
1) Credit and counterparty risks, which include credit risks on its corporates and financial institutions counterparties, risk on any significant sector or individual concentration, counterparty risk on market transactions, credit risk related to securitization transactions as well as country and sovereign risks;
2) Financial risks, which include market risk, risk of change in the value of its securities portfolio, foreign exchange risk, liquidity risk, risk of change in the value of equity investments, and global interest rate risk; and
3) Operational risks and associated risks, which include compliance and legal risks and other operational risks including information system security risks;
4) Business risks, which include systemic risk (negative impact of adverse economic and financial conditions, as well as changes in laws and regulations) or strategic risk;
5) Climate and environnmental risk;
6) Risks relating to the structure of the Crédit Agricole Group.
.
3. KEY INFORMATION ON THE SECURITIES
3.1 What are the main characteristics of securities?
A. General
The Securities to be issued by the Issuer are Zero Coupon Securities. The Securities will only be identified by the ISIN Code XS2559724567. The Securities are denominated in Pound Sterling (GBP) (the Specified Currency) and any redemption amount payable will be settled in the Specified Currency.
The nominal amount of the Securities offered is GBP 1,100,000, represented by 1100 Notes with a notional amount of GBP 1,000 each (the Notional Amount). The issue price is 100.00% of the aggregate nominal amount of the Securities.
The minimum trading size is GBP 1,000 in aggregate nominal amount.
The Securities will be issued on 21 June 2024 (the Issue Date) in the form of dematerialised bearer new global securities. The maturity date of the Securities will be 21 June 2034 (the Maturity Date) subject to any early redemption date.
The Securities are governed by English law.
B. Ratings
Not applicable, the Securities have not been rated.
C. Description of the rights, ranking and restrictions attached to the Securities
Ranking: the Securities constitute direct and, unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and (subject to certain exceptions established by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, present or future.
Early Redemption Events: the terms and conditions of the notes provide for events triggering the early redemption of the Securities. The Securities will become due and payable upon notice to Investors following the occurrence of any such early redemption event.
Substitution: Not Applicable
D. Interest
No periodic coupons are paid on the Securities.
E. Redemption
Issuer Call Early Redemption Trigger
The relevant Issuer may (at its option) give notice to redeem all or some only of the Securities at the Issuer Call Early Redemption Amount with accrued interest, if any, on the corresponding Issuer Call Early Redemption Date.
Any such redemption must be of a nominal amount not less than the Minimum Call Nominal Amount.
The investor will receive from the Issuer on the Issuer Call Early Redemption Date at the option of the Issuer a payment per Specified Denomination in cash in the Specified Currency equal to the Issuer Call Early Redemption Amount calculated in accordance with the following formula: Reference Price x Nominal Amount
With :
| - Reference Price: | In relation to an Early Redemption Date, the corresponding Reference Price relating to such Early Redemption Date as specified in the table below:
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| - Issuer Call Early Redemption Date(s): | Each Early Redemption Date, as set out in the table above | |||||||||||||||||||||||||||
| - Minimum Call Nominal Amount: | Aggregate outstanding nominal amount of the Securities | |||||||||||||||||||||||||||
| - Minimum Call Notice Period: | Ten (10) London Business Days prior to the relevant Issuer Call Early Redemption Date. For the purposes of subparagraph (a) of the definition of "Business Day", London shall be considered Additional Business Centre, in each case solely for the purpose of the Minimum Call Notice Period under the Issuer Call Early Redemption Trigger Conditions. | |||||||||||||||||||||||||||
Final Redemption:
The investor will receive from the Issuer on the Maturity Date a payment per Specified Denomination in cash in the Specified Currency equal to the Final Redemption Amount calculated in accordance with the following formula: Specified Denomination x 170.00%.
Other redemption events:
During the life of the Securities, they may also be redeemed at their fair market value:
· at the option of the Issuer, following an event of illegality or an event of force majeure or for regulatory or compulsory resales; or
· at the option of the holders, in the event of an event of default or in the event of a FATCA withholding tax case.
The Issuer may at any time purchase all or some of the Securities on the market at any price agreed with the seller(s), subject to applicable laws and regulations.
3.2 Where will the securities be traded?
The Securities are expected to be admitted to trading as soon as practicable following the Issue Date on the London Stock Exchange's regulated market, a UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA
3.3 Are the securities covered by a guarantee?
The securities are not covered by a guarantee
3.4 What are the main risks specific to securities?
There are risk factors which are material for the purpose of assessing the risks related to the Securities, including the following:
1) The trading price of the Securities may fall in value as rapidly as it may rise and Noteholders may sustain a total loss of their investment;
2) The Securities are not principal protected before maturity and investors are exposed to the risk of decrease of the market value of the securities if redeemed early; accordingly, they risk losing all or a part of their investment if the market value does not move in a positive direction.
3) The Securities may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Illiquidity may have an adverse effect on the market value of the Securities;
4) The implementation in France of the EU Bank Recovery and Resolution Directive could materially affect the rights of the Noteholders, the price or value of their investment in the Securities and or the ability of the Guarantor to satisfy its obligations under the Securities;
5) French insolvency law could have an adverse impact on Noteholders seeking repayment in the event that the Issuer, the Guarantor or its subsidiaries were to become insolvent and could have a material adverse effect on the market value of the Securities;
6) The risk relating to the unsecured nature of the Securities and the Guarantee, the absence of negative pledge and debt restrictions with respect to the Issuer and the Guarantor, all of which could have an adverse effect on the market value of the Securities.
4. KEY INFORMATION ON THE PUBLIC OFFER OF SECURITIES AND/OR ADMISSION TO TRADING ON A REGULATED MARKET
4.1 Under what conditions and according to what timetable can I invest in this security?
The Securities are offered for an amount of GBP 1,100,000.
The Securities are expected to be admitted to trading on the London Stock Exchange's regulated market as soon as practicable after the Issue Date and to be listed on the Official List of the London Stock Exchange.
The Securities will be offered to eligible counterparties, professional clients and/or retail investors.
Estimate of the total expenses: GBP 495.00 and EUR 500.00 including listing costs and excluding regulatory fees where applicable.
No expenses will be charged to the investors.
4.2 Who is the offeror?
Crédit Agricole CIB may offer the Securities.
4.3 Why is this prospectus being prepared?
A. Net Proceeds and Use of Proceeds
The estimated net proceeds from the issue of the Securities is GBP 1,100,000.
The estimated net proceeds will be used for the general financing needs of the Issuer.
B. Subscription Agreement:
Not applicable - the offer is not the subject of a subscription agreement.
C. Conflicts of interest:
The Issuer is also the calculation agent; as a result, conflicts of interest may exist between the calculation agent and the holders of Securities, in particular with respect to certain determinations and determinations that the calculation agent may make pursuant to the terms of the Securties and which may affect amounts due under the Securities.
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