TIDM17XP
RNS Number : 2904Z
Credit Agricole Corp & Inv Bank
10 January 2024
NOTICE TO HOLDERS OF SECURITIES
2 January 2024
Issue of up to GBP 10,000,000 Fixed Interest and Index Linked
Redemption Notes due December 2027
under the UK
Structured Debt Instruments Issuance Programme
By
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208
ISIN: XS2559689711
Series: 6090
(the "Securities")
Reference is made to:
(1) the base prospectus relating to the Programme dated 5 May
2023 as supplemented from time to time (the "Base Prospectus");
and
(2) the final terms in respect of the Securities dated 3
November 2023 (the "Original Final Terms" and, together with the
Base Prospectus, the "Securities Documentation").
Notice is hereby given to the holders of all outstanding
Securities that the Issuer will, pursuant to General Condition 15
(MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER) amend and
restate the Original Final Terms.
Accordingly the Original Final Terms has been replaced in its
entirety with the amended and restated Final Terms, a draft form of
which is attached in the Appendix to this Notice (showing marked-up
changes against the Original Final Terms) (the "Amended and
Restated Final Terms ").
Capitalised terms used in this Notice and not defined have the
meanings given to them in the Base Prospectus and the Amended and
Restated Final Terms. Copies of the Securities Documentation and
the Amended and Restated Final Terms are available at the offices
of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée
Scheffer, L-2520, Luxembourg.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
APPIX - AMED AND RESTATED FINAL TERMS
MiFID II product governance / Retail investors, professional
investors and ECPs 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 18 of the Guidelines
published by the European Securities and Markets Authority (ESMA)
on 5 February 2018, 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 ECPs 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 3 NOVEMBER 2023
As amended and restated on 2 January 2024
Issue of up to GBP 10,000,000 Fixed Interest and Index Linked
Redemption Notes due December 2027
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 the UK Prospectus Regulation
and must be read in conjunction with the Base Prospectus dated 5
May 2023 constitutes 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 is available
for viewing on the London Stock Exchange 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 (a) Series Number: 6090
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Securities Not Applicable
become fungible:
2 Specified Currency: Pound Sterling (GBP)
3 Aggregate Nominal Amount:
(a) Series : Up to GBP 10,000,000
(b) Tranche: Up to GBP 10,000,000
4 Issue Price : 100.00% 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:
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: 3 January 2024
(b) Trade Date(s): 20 October 2023
(c) Interest Commencement Issue Date
Date:
7 Redemption Date: 31 December 2027 , subject to any
early redemption date
8 Type of Securities:
(a) Interest: Fixed Rate Security
(Further particulars specified
below in "PROVISIONS RELATING TO
INTEREST (IF ANY) PAYABLE")
(b) Redemption : Index Linked Redemption Security
(Further particulars specified
below in "PROVISIONS RELATING TO
REDEMPTION")
(c) U.S. Securities: Not Applicable
(d) Other: Not Applicable
(e) Additional U.S. Regulatory Not Applicable
Disclosure:
(f) Partly Paid Securities Not Applicable
Provisions:
9 Date Board approval for Authorisation given by the Board
issuance of Securities of Directors of Crédit Agricole
obtained: CIB dated 9 December 2022.
10 Method of distribution: Non-syndicated
11 Asset Conditions: Index Linked Asset Conditions
applicable in accordance with Annex
1
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12 Fixed Rate Security: Applicable
(a) Interest Accrual Periods: Applicable to all Interest Accrual
Periods
(b) Rate(s) of Interest: In respect of each Interest Payment
Date set out in the table below,
the corresponding percentage specified
as "Fixed Rate" below
(c) Interest Payment Date(s):
(d) Interest Period Dates: Not Applicable
(e) Fixed Coupon Amount(s): Not Applicable
(f) Broken Amount(s): Not Applicable
(g) Day Count Fraction: Not Applicable
(h) Interest Accrual Periods: Interest Accrual Periods will be
unadjusted
(i) Business Day Convention Not Applicable
for the purposes of adjustment
of "Interest Accrual Periods"
in accordance with sub-paragraph
(h) above:
(j) Additional Business Not Applicable
Centre(s):
(k) Determination Date(s): Not Applicable
13 Floating Rate Security: Not Applicable
14 Linked Interest Security: Not Applicable
15 Zero Coupon Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
16 Payoff Features: Not Applicable
PROVISIONS RELATING TO REDEMPTION
17 Redemption Determination For the purposes of determining
Date(s): the Final Redemption Amount, the
Redemption Observation Date
(see also paragraph 19(b) of these
Final Terms)
18 Redemption Method:
(a) Early Redemption Amount Not Applicable
for the purposes of General
Condition 6.2 (Early Redemption
Trigger Events) determined
in accordance with:
(b) Final Redemption Amount Growth Redemption in accordance
for the purposes of General with Annex 5, Paragraph 4
Condition 6.1 (Redemption The Final Redemption Amount will
by Instalments and Final be equal to:
Redemption) determined (Reference Price x Redemption
in accordance with: Payoff) x Nominal Amount
as determined by the Calculation
Agent on the Redemption Determination
Date
i. Redemption Payoff: Determined in accordance with Standard
Digital/Performance Redemption
(as completed in paragraph "Standard
Redemption Payoff Provisions" of
these Final Terms)
A. Combination Redemption Not Applicable
Payoff Provisions:
B. Standard Redemption Applicable
Payoff Provisions:
I. Standard Digital/Performance Applicable in accordance with
Redemption: Annex 2, Part B, Chapter 1 Applicable:
Specified Dates
The Redemption Payoff applicable
to a Redemption Determination Date
for Securities for which Standard
Digital/Performance Redemption
is applicable will be calculated
on such Redemption Determination
Date as follows, expressed as a
percentage:
(i) if Performance_FR is higher
than or equal to FRB1 on the Redemption
Observation Date: 100.00%
(ii) otherwise: Performance_RA
* FRB1: 65.00 %
Performance(i)
* Performance_FR:
* Performance_RA:
Option 1 applies:
* Performance(i):
15 December 2027
* Redemption Observation Date:
15 December 2023
* Initial Observation Date:
Underlying Value on the Initial
* Underlying Value(1i) : Observation Date
Underlying Value on the Redemption
* Underlying Value(2i) : Observation Date
Index : see further information
* Underlying(i) : set out in paragraph "INFORMATION
ON THE UNDERLYING(S) IF ANY" below
ii. Redemption Unwind Costs: Not Applicable
iii. Payoff Feature Unwind Not Applicable
Costs:
iv. Reference Price: 100.00 %
(c) Fair Market Value Redemption Applicable
Amount:
i. Hedge Amount: Applicable
ii. Fair Market Value Redemption Not Applicable
Amount Percentage:
(d) Instalment Redemption Not Applicable
Amount determined in accordance
with:
(e) Physical Settlement: Not Applicable
(f) Clean-up Call Option Not Applicable
(General Condition 6.7
(Clean-up Call Option)):
19 Instalment Securities: Not Applicable
20 Preference Share Linked Not Applicable
Securities:
21 Linked Redemption Security: Applicable in accordance with
Linked Redemption Security (Annex
1)
(See paragraph "PROVISIONS RELATING
TO THE UNDERLYING(S) IF ANY" for
further information in relation
to the Underlying(s))
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
22 Payoff Features: Not Applicable
23 PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY
Applicable
Index Linked Security: Index Linked Redemption Security:
Applicable in accordance with Annex
1, Chapter 2
i. Single Underlying: Applicable
ii. Applicable for the Standard Redemption Payoff: Standard
purposes of: Digital/ Performance Redemption
FTSE 100(R) Index
* Index:
No
* Custom Index:
London Stock Exchange
* Exchange:
Not Applicable
* Multiple Exchange:
FTSE International Limited
* Index Sponsor:
All Exchanges
* Related Exchange:
Closing
* Valuation Time:
UKX
* Bloomberg Ticker:
iii. Basket: Not Applicable
iv. Additional Disruption Applicable in accordance with Index
Event: Linked Asset Condition 3.4
v. Other Events: Applicable
vi. Observation Date(s): The Initial Observation Date and
the Redemption Observation Date
vii. Averaging Date Disruption: Not Applicable
viii. Maximum Days of Disruption: Eight (8) Scheduled Trading Days
ix. Payment Extension Days: Two (2) Payment Business Days
x. Clearance System : As specified in Index Linked Asset
Condition 2
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
24 (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 NGN Notes
Note form (NGN Notes) or
Certificates in New Global
Note form (NGN Certificates):
25 Business Day Convention Modified Following Payment Business
for the purposes of "Payment Day
Business Day" election
in accordance with General
Condition 5.6 (Payment
Business Day):
26 Additional Financial Centre(s): London
27 Additional Business Centre(s): Not Applicable
28 Talons for future Coupons No
or Receipts to be attached
to Definitive Bearer Securities
and dates on which such
Talons mature:
29 Redenomination (for the Not Applicable
purposes of General Condition
3.1):
30 (a) Redemption for tax Not Applicable
reasons (General Condition
6.3 (Redemption for tax
reasons)):
(b) Special Tax Redemption Not Applicable
(General Condition 6.4
(Special Tax Redemption)):
(c) Redemption for FATCA Applicable
Withholding (General Condition
6.5 (Redemption for FATCA
Withholding)):
(d) Regulatory Redemption Applicable
or Compulsory Resales (General
Condition 6.6 (Regulatory
Redemption or Compulsory
Resales)):
(e) Events of Default (General Applicable
Condition 10 (Events of
Default)):
(f) Illegality and Force Applicable
Majeure (General Condition
19.1 (Illegality and Force
Majeure)):
31 Gross Up (General Condition Not Applicable
8.2 (Gross Up)):
32 Calculation Agent: Crédit Agricole Corporate
and Investment Bank
33 Delivery Agent : Not Applicable
34 Governing Law: English law
35 Essential Trigger: Not Applicable
36 Business Day Convention: Modified Following Business Day
Convention
37 Benchmark Provisions:
(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
Condition
(c) Additional Relevant Not Applicable
Rate Benchmark:
(d) Impacted Index: Not Applicable
(e) Close of Business: Not Applicable
OPERATIONAL INFORMATION
38 Branch of Account for the Not Applicable
purposes of General Condition
5.5 (General provisions
applicable to payments):
THIRD PARTY INFORMATION
Not Applicable
Signed on behalf of the Issuer:
By
Duly authorised
PART B - OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
(a) Listing and admission Application is expected to be made
to trading: by the Issuer (or on its behalf)
for the Securities to be admitted
to trading on the London Stock Exchange's
regulated market with effect from
or as soon as practicable after
the Issue Date and to be listed
on the Official List of the London
Stock Exchange.
(b) Estimate of total expenses See paragraph 4(c) of this Part
related to admission to B
trading:
2 RATINGS
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 that may be payable to the Dealer and/or
any distributor in connection with the issue of Securities
(as the case may be, as described in paragraph 6(d) below),
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 AND 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 less distribution
commissions mentioned in paragraph
6(d) of this Part B
(c) Estimated total expenses: GBP 495 plus EUR 500 including listing
costs and excluding regulatory fees
where applicable
5 PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING
THE UNDERLYING
Underlying: Where past and future performance
of the Underlying can be obtained
from, free of charge:
Index : FTSE 100(R) Index https://www.ftserussell.com/products/indices/uk
Bloomberg Ticker : UKX
Please also see the disclaimer attached
to these Final Terms.
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 The following Dealer is procuring
and address of Dealer : subscribers for the Securities:
Crédit Agricole Corporate and
Investment Bank
12, place des États-Unis
CS 70052
92 547 Montrouge Cedex
France
(d) Indication of the overall The Distributor(s) (as defined below
amount of the underwriting of this Part B) will receive a distribution
commission and of the placing commission embedded in the Issue
commission: Price of the Notes equal to a maximum
amount of 1.50% of the aggregate
nominal amount of the Notes.
(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) Public Offer where there Applicable
is no exemption from the
obligation under the FSMA
to publish a prospectus:
1. Offer Period: From 3 November 2023 to 15 December
2023 (included)
2. Financial intermediaries (i) Meteor Asset Management Limited,
granted specific consent 24/25 The Shard, 32 London Bridge
to use the Base Prospectus Street, London SE1 9SG (the Distributor
in accordance with the conditions or the Initial Authorised Offeror)
in it (ii) any additional financial intermediary
appointed by the Issuer and whose
name is published on the Issuer's
website (
https://www.documentation.ca-cib.com/PublicFinalT
erm?region=EU
) and identified as an Authorised
Offeror in respect of the relevant
Public Offer (each, an Additional
Authorised Offeror)
3. General Consent: Applicable
4. Other Authorised Offeror Not Applicable
Terms:
(g) Prohibition of Sales Not Applicable
to EEA Retail Investors:
(h) Prohibition of Sales Not Applicable
to UK Retail Investors:
(k) U.S. Dividend Equivalent The Securities are not subject to
Withholding: withholding under the Section 871(m)
Regulations
7 OPERATIONAL INFORMATION
(a) ISIN : XS2559689711
(b) Temporary ISIN : Not Applicable
(c) Common Code : 255968971
(d) VALOREN Code : Not Applicable
(e) Other applicable security Not Applicable
identification number:
(f) Relevant clearing system(s) Not Applicable
other than Euroclear Bank
SA/NV and Clearstream Banking,
S.A. and the relevant identification
number(s) :
(g) Delivery: Delivery against payment
(h) Names and addresses Not Applicable
of additional Paying Agent(s)
(if any) :
(i) Securities intended No.
to be held in a manner which Whilst the designation is specified
would allow Eurosystem eligibility: 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 BENCHMARK REGULATION
Benchmark Regulation: Article Applicable: Amounts payable under
29(2) statement on benchmarks: the Securities are calculated by
reference to FTSE 100(R) Index which
is provided by FTSE International
Limited.
As at the date of these Final Terms,
FTSE International Limited is included
in the register of administrators
and benchmarks established and maintained
by the Financial Conduct Authority
( FCA ) pursuant to article 36 of
the UK Benchmarks Regulation .
9 TERMS AND CONDITIONS OF THE OFFER
Offer Price: Issue Price
Conditions to which the offer The offer of the Notes is conditional
is subject: on their issue.
The Issuer reserves the right,
in its absolute discretion, to
cancel the offer and the issue
of the Notes at any time prior
to the Issue Date.
The Issuer shall publish a notice
on its website (
http://www.documentation.ca-cib.com/IssuanceProgram
) in the event that the offer is
cancelled and the Notes are not
issued pursuant to the above.
For the avoidance of doubt, if
any application has been made by
a potential investor and the Issuer
exercises its right to cancel the
offer, such potential investor
shall not be entitled to receive
any Notes.
Description of the application Prospective investors may apply
process: to subscribe for Notes during the
Offer Period.
The Offer Period may be shortened
or extended at any time and for
any reason. In such case, the Issuer
shall give notice to the investors
as soon as practicable before the
end of the Offer Period by means
of a notice published on its website
(
http://www.documentation.ca-cib.com/IssuanceProgram
).
Applications for the Notes can
be made during the Offer Period
through the Distributor. The applications
can be made in accordance with
the Distributor's usual procedures.
Prospective investors will not
be required to enter into any contractual
arrangements directly with the
Issuer or the Dealer related to
the subscription for the Notes.
A prospective investor should contact
the Distributor prior to the end
of the Offer Period. A prospective
investor will subscribe for Notes
in accordance with the arrangements
agreed with the Distributor relating
to the subscription of securities
generally.
There are no pre-identified allotment
criteria. The Distributor will
adopt allotment criteria that ensure
equal treatment of prospective
investors. All of the Notes requested
through the Distributor during
the Offer Period will be as otherwise
specified herein.
The total amount of the securities
offered to the public is up to
GBP 10,000,000.
The definitive amount of the offer
will be published on the website
of the Issuer (
http://www.documentation.ca-cib.com/IssuanceProgram
) on or around the Issue Date.
Details of the minimum and/or There is no maximum amount of application.
maximum amount of the application: Minimum amount of application is
GBP 1,000.
Description of the possibility Not Applicable
to reduce subscriptions and
manner for refunding amounts
paid in excess by applicants:
Details of the method and The Notes will be available on
time limits for paying up a delivery versus payment basis.
and delivering the Securities: The Notes offered to investors
will be issued on the Issue Date
against payment by the Distributor(s),
via the Dealer, to the Issuer of
the gross subscription moneys.
Each such investor will be notified
by the Distributor(s) of the settlement
arrangements in respect of the
Notes at the time of such investor's
application.
Manner in and date on which Publication on the website of the
results of the offer are Issuer
to be made public: http://www.documentation.ca-cib.com/IssuanceProgram
) on or around the Issue Date.
Procedure for exercise of Not Applicable
any right of pre-emption,
negotiability of subscription
rights and treatment of subscription
rights not exercised:
Whether tranches have been Not Applicable
reserved for certain countries:
Process for notifying applicants Applicants will be notified directly
of the amount allotted and by the Distributor(s) of the success
an indication whether dealing of their application. Dealing in
may begin before notification the Notes may commence on the Issue
is made: Date.
Amount of any expenses and Responsibility for any tax implications
taxes charged to the subscriber of investing in these Notes rests
or purchaser: entirely with the subscriber or
purchaser. For the Offer Price
which includes the fees payable
upfront to the Distributor see
above "Offer Price".
Name(s) and address(es), The Authorised Offerors identified
to the extent known to the above and identifiable from the
Issuer, of the placers in Base Prospectus
the United Kingdom:
(n) In the case of admission Not Applicable
to trading on a regulated
market, the name and address
of the entities which have
a firm commitment to act
as intermediaries in secondary
trading, providing liquidity
through bid and offer rates
and description of the main
terms of their commitments:
ANNEX A
(This Annex forms part of these Final Terms to which it is
attached)
Disclaimers relating to the Underlying
FTSE 100(R) Index
The Securities (the "Product") has been developed solely by
CREDIT AGRICOLE CIB. The Product is not in any way connected to or
sponsored, endorsed, sold or promoted by the London Stock Exchange
Group plc and its group undertakings (collectively, the "LSE
Group"). FTSE Russell is a trading name of certain of the LSE Group
companies.
All rights in the FTSE 100 Index (the "Index") vest in the
relevant LSE Group company which owns the Index. "FTSE(R)",
"Russell(R)", "FTSE Russell(R)" are trade marks of the relevant LSE
Group company and is/are used by any other LSE Group company under
license.
The Index is calculated by or on behalf of FTSE International
Limited or its affiliate, agent or partner. The LSE Group does not
accept any liability whatsoever to any person arising out of (a)
the use of, reliance on or any error in the Index or (b) investment
in or operation of the Product. The LSE Group makes no claim,
prediction, warranty or representation either as to the results to
be obtained from the Product or the suitability of the Index for
the purpose to which it is being put by CREDIT AGRICOLE CIB.
ANNEX B - 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 Notes) issued by the Issuer are
structured notes whose return depends on the performance of an
index. The Notes are identified by the ISIN Code XS2559689711.
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 5 May 2023 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 3 November 2023 (the Final Terms),
which together constitute a prospectus for the purposes of the
UK 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, and the offer of the Notes 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 Notes 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
Notes 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 Notes.
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. The 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. The Chairman and Chief Executive Officer of the Issuer is Xavier Musca
D. Statutory Auditors
The statutory auditor of Crédit Agricole CIB is
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 members 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 as it
forms part of domestic law by virtue of the EUWA (UK Delegated
Regulation) of the Issuer for the financial years ending 31
December 2021 and 31 December 2022 (all figures are expressed in
millions of euros):
A. Income statement for credit institutions
30/06/2021 31/12/2021 30/06/2022 31/12/2022
(audited) (audited)
============ ============ ============
Net interest income (or equivalent) 1,631 3,377 1,894 3,828
===================================== ============ ============ ============ ============
Net fee and commission income 424 941 472 905
===================================== ============ ============ ============ ============
Net impairment loss on financial - - - -
assets
===================================== ============ ============ ============ ============
Net trading income 903 1,501 1,091 1,918
===================================== ============ ============ ============ ============
Measure of financial performance
used by the issuer in the financial
statements such as operating
profit 1,044 2,218 1,310 2,593
===================================== ============ ============ ============ ============
Net profit or loss (for consolidated
financial statements net profit
or loss attributable to equity
holders of the parent) (ie.
Net income Group share) 789 1,691 866 1,838
===================================== ============ ============ ============ ============
B. Balance sheet for credit institutions
Value as outcome
from the most
recent Supervisory
Review and Evaluation
30/06/2021 31/12/2021 30/06/2022 31/12/2022 (audited) Process ('SREP')
(audited) (unaudited)
------------------------
Total assets 595,835 599,721 681,546 728,202 Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Senior debt 46,609 51,768 64,895 68,389 Not Applicable
4,079
================== -------------- -------------- -------------- ------------------------ ------------------------
Subordinated
debt 4,188 4,079 4,156 4,293 Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Loans and
receivables
from customers
(net) 147,385 165,830 174,661 179,186 Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Deposits from
customers 150,356 159,578 169,435 186,851 Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Total equity 25,534 26,520 27,584 28,378 Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Non performing
loans (based
on gross carrying
amount)/Loans
and receivables) 2.1% 1.8% 2.1% 1.9% Not Applicable
================== -------------- -------------- -------------- ------------------------ ------------------------
Phased-in Common
Equity Tier
1 capital (CET1)
ratio or other
relevant
prudential
capital adequacy
ratio depending
on the issuance 11.2% 11.7% 10.9% 11.6% 7. 9%
================== -------------- -------------- -------------- ------------------------ ------------------------
Phased-in Total
Capital Ratio 20.6% 21.0% 20.4% 21.9% 12.0%
================== ============== ============== ============== ======================== ========================
Leverage Ratio
calculated under
applicable
regulatory
framework 3.7% 4.0% 3.6% 3.9% 3.0%
================== ============== ============== ============== ======================== ========================
C.Qualifications in the audit report
The audit reports do not contain any qualifications with respect
to Crédit Agricole CIB's 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 environmental risks;
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 Notes to be issued by the Issuer are structured notes whose
return depends on the performance of an index ( the Underlying
indexed "i"). Information on the past and future performance of the
Underlying(i) will be published on Bloomberg (Bloomberg Ticker :
UKX). The Notes will only be identified by the ISIN Code
XS2559689711 .
The Notes are denominated in Pound Sterling (GBP; also the
Specified Currency) and any interest amount and any redemption
amount payable will be in the Specified Currency.
The maximum nominal amount of the Notes offered is up to GBP
10,000,000 represented by 10,000 Notes with a notional amount of
GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up
to and including GBP 1,999 (the Notional Amount). The issue price
is 100.00% of the aggregate nominal amount of the Notes.
The minimum trading size is GBP 1,000 in aggregate nominal
amount.
The Notes will be issued on 3 January 2024 (the Issue Date) in
the form of bearer securities.
The maturity date of the Notes will be 31 December 2027 (the
Maturity Date) .
The Notes are governed by English law.
B. Ratings
Not applicable, the Notes have not been rated.
C. Description of the rights, ranking and restrictions attached
to the Notes
Ranking : the Notes constitute direct, 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 Notes.
The Notes will become due and payable upon notice to Investors
following the occurrence of any such early redemption event.
Substitution: Not Applicable.
D. Interest
Provided that the Notes have not been redeemed early, the
investor will receive on each Interest Payment Date specified in
the table below a cash settlement amount per Note in the Specified
Currency (an Interest Amount) determined by the following formula:
Notional Amount × Fixed Rate(t)
Where:
Fixed Rate(t) means the relevant Fixed Rate specified in the
table below corresponding to the relevant Interest Payment
Date.
E. Redemption
Automatic Early Redemption:
Not Applicable
Final Redemption :
Provided that the Notes have not been early redeemed, the Notes
will be redeemed on the Maturity Date. The investor will receive a
cash settlement amount per Note in the Specified Currency equal to
the following Final Redemption Amount:
Notional Amount x (Reference Price x Redemption Payoff)
Where:
Reference Price means 100.00%, and
Redemption Payoff will be calculated as follows:
(i) if Performance_FR is higher than or equal to FRB1 on the
Redemption Observation Date: 100.00%
(ii) otherwise: Performance_RA
With:
FRB1 means 65.00 %
Performance_FR or Performance_RA means the result of the
following formula, expressed as a percentage:
With:
Underlying Value (2i) means the Underlying Value on 15 December
2027 (the Redemption Observation Date);
Underlying Value(1i) means the Underlying Value on the 15
December 2023 (the Initial Observation Date);
Underlying Value means the closing level of Underlying(i) on the
Initial Observation Date or the Redemption Observation Date, as the
case may be ;
Underlying(i) means:
Underlying Bloomberg Sponsor Underlying
i Ticker Value(1i)
1 FTSE 100(R) Index UKX FTSE International -
Limited
------------------ ---------- ------------------- -----------
Other redemption events:
During the life of the Notes, they may also be redeemed at their
fair market value:
-- at the hand of the Issuer, following an event of illegality
or an event of force majeure or for regulatory or compulsory
resales; or
-- at the hand of the holders, in the event of an event of
default or a tax change giving rise to a withholding tax case and
in the event of a FATCA withholding tax case.
The Issuer may at any time redeem Notes on or off the stock
exchange at any price agreed with the seller(s), subject to
applicable laws and regulations.
3.2 Where will the securities be traded ?
The Notes are expected to be admitted to trading as soon as
practicable following the Issue Date on the London Stock Exchange's
main 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?
Not Applicable
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 Notes, including the
following:
1) The trading price of the Notes may fall in value as rapidly
as it may rise and Noteholders may sustain a total loss of their
investment;
2) The Notes may have no established trading market when issued,
and one may never develop. If a market does develop, it may not be
very liquid. Although application is expected to be made for the
Notes to be admitted to trading on the London Stock Exchange's
regulated market and to be listed on the Official List of the
London Stock Exchange, there is no assurance that the Notes will be
so admitted or that an active trading market will develop.
Illiquidity may have an adverse effect on the market value of the
Notes;
3) 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
Notes;
4) French insolvency law could have an adverse impact on
Noteholders seeking repayment in the event that the Issuer, or its
subsidiaries were to become insolvent and could have a material
adverse effect on the market value of the Notes;
5) The risk relating to the unsecured nature of the Notes, the
absence of negative pledge and debt restrictions with respect to
the Issuer, all of which could have an adverse effect on the market
value of the Notes;
6) The risks associated with the provisions of Regulation (EU)
2016/1011 as it forms part of domestic law by virtue of the EUWA
(the UK Benchmarks Regulation) , which may have an adverse effect
on the performance of the Underlying or lead to its disappearance
and as a consequence, could have an adverse effect on the value or
liquidity of, and return on, the Notes;
7) The Final Redemption Amount of the Notes is dependent upon changes in the market value of the Underlying(s), which could adversely affect the market value of the Notes. In addition, the Final Redemption Amount may be less than the nominal amount of the Notes and the holders of Notes may lose all or part of the amount of the principal invested;
8) An investment in the Notes does not confer any legal or
beneficial interest in the Underlying(s) or any voting rights,
right to receive dividends or other rights that a holder of the
Underlying(s) may have. Potential losses in value of the Notes
cannot be compensated by other income; and
9) The Notes are not principal protected and investors are
exposed to the performance of the Underlying(s); accordingly, they
risk losing all or a part of their investment if the value of the
Underlying(s) does not move in a positive direction .
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 Notes are offered for up to GBP 10,000,000.
The Notes are expected to be admitted to trading on the London
Stock Exchange's main market as soon as practicable after the Issue
Date and to be admitted to the Official List of the London Stock
Exchange.
The Notes will be offered to eligible counterparties,
professional client and/or retail Investors, during an open period
from 3 November 2023 to 15 December 2023 (the Offer Period) in the
United Kingdom, subject to (i) the Notes being admitted to trading,
if applicable, and (ii) an early closure of the Offer Period in the
Issuer's sole and absolute discretion depending on market
conditions, as specified below.
Prospective investors may apply to subscribe for Notes during
the Offer Period. The Offer Period may be shortened or extended at
any time and for any reason. In such case, the Issuer shall give
notice to the investors as soon as practicable before the end of
the Offer Period by means of a notice published on its website (
http://www.documentation.ca-cib.com/IssuanceProgram ).
Applications for the Notes can be made during the Offer Period
through the Distributor (as defined below). The applications can be
made in accordance with the Distributor's usual procedures.
Prospective investors will not be required to enter into any
contractual arrangements directly with the Issuer or the Dealer (as
defined below) related to the subscription for the Notes.
A prospective investor will subscribe for Notes in accordance
with the arrangements agreed with the Distributor relating to the
subscription of securities generally.
The Notes will be available on a delivery versus payment basis.
The Notes offered to investors will be issued on the Issue Date
against payment by the Distributor, via the Dealer, to the Issuer
of the gross subscription moneys. Each such investor will be
notified by the Distributor of the settlement arrangements in
respect of the Notes at the time of such investor's
application.
The Issuer estimates that the Notes will be delivered to the
investor's respective book-entry securities account on or around
the Issue Date. Applicants will be notified directly by the
Distributor of the success of their application. Dealing in the
Notes may commence on the Issue Date.
If the subscription for a Note occurs after the closing of the
offering, the order will be automatically cancelled and the
subscription proceeds will be returned to the relevant investor in
accordance with the instructions communicated to Crédit Agricole
CIB at the time of the subscription request. Subscription requests
for Notes will be received within the limit of the number of Notes
available. Subscription orders for Notes may be reduced in the
event of oversubscription and any excess proceeds will be returned
by Crédit Agricole CIB to the investor.
The Distributor (as defined below) will be paid aggregate
commissions equal to a maximum of 1.50%. of the aggregate nominal
amount of the Notes.
There is no pre-emptive right to subscribe the Notes for the
benefit of any category of persons.
The final amount of the offering will be notified by the Issuer
to each investor via its website (
https://www.documentation.ca-cib.com/IssuanceProgram ) on or around
the Issue Date.
Estimate of the total expenses: GBP 495 + EUR 500, including
listing costs and excluding regulatory fees where applicable.
No expenses will be charged to the investors.
4.2 Who is the offeror?
(i) Crédit Agricole CIB (the Dealer) and (ii) Meteor Asset
Management Limited, 24/25 The Shard, 32 London Bridge Street,
London SE1 9SG (the Distributor), and (iii) any additional
financial intermediary appointed by the Issuer and as identified on
the website at
https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU and
(iv) any financial intermediaries stating on its website that it
uses the prospectus in accordance with the conditions set out under
"Retail Cascades" in the Base Prospectus may offer the Notes.
4.3 Why is the Prospectus being prepared?
A. Net Proceeds and Use of Proceeds:
The estimated net proceeds from the issue of the Notes is up to
GBP 10,000,000.
The estimated net proceeds will be used for the general
financing needs of the Issuer.
A. Subscription Agreement:
Not applicable - the offer is not the subject of a subscription
agreement.
B. 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 Notes, in particular with respect to certain determinations and
determinations that the calculation agent may make pursuant to the
Terms and which may affect amounts due under the Notes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
Policy.
END
IODSFEFLSELSESF
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January 10, 2024 09:07 ET (14:07 GMT)
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