TIDM94YB
RNS Number : 7603G
Credit Agricole Corp & Inv Bank
31 March 2022
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, 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 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 the European Union (Withdrawal) Act 2018
(EUWA), and 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 EUWA (UK MiFIR). 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.
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) (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).
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).
FINAL TERMS DATED 25 JANUARY 2022
Amended and Restated on 30 March 2022, with effect from the
Issue Date
Issue of up to GBP 10,000,000 Preference Share Linked Notes due
March 2030
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 7
May 2021 and the supplement dated 15 February 2022 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 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 ( www.ca-cib.com ).
1 (a) Series Number: 5415
(b) Type of Securities: Notes
(c) Tranche Number: 1
(d) Date on which the Not Applicable
Securities 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 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 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 1.00
6 (a) Issue Date: Ten (10) Business Days following
the Preference Share Underlying
Initial Observation Date and
scheduled to fall on 1 April
2022
(b) Trade Date(s): 14 January 2022
(c) Interest Commencement Not Applicable
Date:
7 Redemption Date: Five (5) Business Days following
the Preference Share Underlying
Final Observation Date and scheduled
to fall on 25 March 2030, subject
to the provisions of Annex 6
(Preference Share Linked Conditions)
and paragraph "Preference Share
Linked Securities" of these Final
Terms and subject to any early
redemption date.
8 Type of Notes:
a) Interest: Not Applicable
b) Redemption: Preference Share Linked 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 the Issuer dated
obtained: 25 March 2021
10 Method of distribution: Non-syndicated
11 Asset Conditions: Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12 Fixed Rate Security: 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 Not Applicable
Date(s):
18 Redemption Method:
a) Early Redemption Amount Not Applicable
for the purposes of General See the provisions of Annex 6
Condition 6.2 (Early Redemption (Preference Share Linked Conditions)
Trigger Events) determined and paragraph "Preference Share
in accordance with: Linked Securities" of these Final
Terms
b) Final Redemption Amount Applicable (as specified in Condition
for the purposes of General 6.1(c))
Condition 6.1 (Redemption
by Instalments and Final
Redemption) determined
in accordance with:
c) Fair Market Value Redemption Applicable, subject to the provisions
Amount: of Annex 6 (Preference Share
Linked Conditions) and paragraph
20(h) below
d) Hedge Amount Not Applicable
e) Fair Market Value Redemption Not Applicable
Amount Percentage:
f) Instalment Redemption Not Applicable
Amount determined in accordance
with:
g) Physical Settlement: Not Applicable
h) Clean-up Call Option Not Applicable
(General Condition 6.7
(Clean-up Call Option)):
19 Instalment Securities: Not Applicable
20 Preference Share Linked Applicable in accordance with
Securities: Annex 6
a) Preference Share: Broadwalk Investments Limited
Preference Share Class: 135
b) Preference Share Underlying: FTSE 100(R) Index
c) Information: The Terms of the Preference Share
are available for inspection
at the following website and/or
address: www.documentation.ca-cib.com
and on written request to the
Distributor.
The Preference Share Value will
be published at the following
price source: Bloomberg page
"IDXS2185441933 <GO>"
d) Redemption Date: Five (5) Business Days following
the Preference Share Underlying
Final Observation Date and scheduled
to fall on 25 March 2030
e) Preference Share Underlying 18 March 2030
Final Observation Date:
f) Auto-call Redemption Five (5) Business Days following
Date: the relevant Preference Share
Underlying Early Observation
Date on which the Preference
Share Early Redemption Event
has occurred
g) Preference Share Underlying 20 March 2023
Early Observation Date: 18 March 2024
18 March 2025
18 March 2026
18 March 2027
20 March 2028
19 March 2029
h) Fair Market Value Redemption As specified in Preference Share
Amount: Linked Condition 1.4(b)
i) Extraordinary Events: Applicable
j) Additional Disruption Applicable
Event:
21 Linked Redemption Security: Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
22 Payoff Features: Not Applicable
23 PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
24 (a) Form: Registered Form:
Regulation S Global Security
(GBP 10,000,000.00 nominal amount)
registered in the name of a
nominee for a common depositary
for Euroclear and Clearstream,
Luxembourg
(b) Notes in New Global Not Applicable
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 and New York City
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 Applicable
(General Condition 10
(Events of Default)):
(f) Illegality and Force Applicable
Majeure (General Condition
19 (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 (Share Not Applicable
Linked Securities subject
to physical delivery):
34 Governing Law: English law
Governing law for the English law
Guarantee:
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) Impacted Index: Not Applicable
d) Close of Business: Not Applicable
OPERATIONAL INFORMATION
38 Branch of Account for Not Applicable
the 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
Listing and admission to trading: Application is expected to
be made by the Issuer (or on
its behalf) for the Securities
to be admitted to trading on
the London Stock Exchange's
main market with effect from
or as soon as practicable after
the Issue Date and to be admitted
to the Official List of the
London Stock Exchange.
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 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 AND, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(a) Reasons for the offer: General corporate purposes
- See "Use of Proceeds" wording
in Base Prospectus
(b) Estimated net proceeds: Issue Price x Aggregate Nominal
Amount
(c) Estimated total expenses: GBP 445 plus EUR 500 including
listing costs and excluding
regulatory fees where applicable
5 PERFORMANCE OF PREFERENCE SHARE UNDERLYING AND OTHER INFORMATION
CONCERNING THE PREFERENCE SHARE UNDERLYING
Preference Share Underlying: FTSE 100(R) Index
Where past and future performance The performance of the Preference
and volatility of the Preference Share, and accordingly the
Share Underlying can be found: Preference Share Linked Securities,
is linked to the performance
of the Preference Share Underlying,
information relating to which
can be obtained from, but not
free of charge:
Bloomberg Ticker: UKX Index
https://www.ftserussell.com/products/indices/uk
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 of 12,
Place des États-Unis,
CS 70052, 92547 Montrouge Cedex,
France
(d) Indication of the overall The Distributor (as defined
amount of the underwriting in paragraph 9 of this Part
commission and of the placing B) will receive a distribution
commission: commission embedded in the
Issue Price of the Notes equal
to a maximum amount of 1.25%
of the Aggregate Nominal Amount
(e) U.S. Selling Restrictions: To a Permitted Transferee outside
the United States in accordance
with Regulation S
TEFRA NOT APPLICABLE
(f) Public Offer where there Applicable
is no exemption from the obligation
under the FSMA to publish
a prospectus:
Offer Period: From 25 January 2022 until
18 March 2022 (included)
Financial intermediaries granted (i) Meteor Asset Management
specific consent to use the Limited, 55 King William Street,
Base Prospectus in accordance London EC4R 9AD (the Distributor
with the conditions in it: or the Initial Authorised Offeror)
(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/PublicFinalTe
rm?region=EU
) and identified as an Authorised
Offeror in respect of the relevant
Public Offer (each, an Additional
Authorised Offeror)
General Consent: Applicable
Other Authorised Offeror Terms: Not Applicable
(g) Prohibition of Sales to Not Applicable
EEA Retail Investors:
(h) Prohibition of Sales to Not Applicable
UK Retail Investors:
(i) U.S. Dividend Equivalent The Securities are not subject
Withholding: to withholding under the Section
871(m) Regulations.
7 OPERATIONAL INFORMATION
(a) ISIN Code: XS2185441933
(b) Temporary ISIN: Not Applicable
(c) Common Code: 218544193
(d) VALOREN Code: Not Applicable
(e) Other applicable security Not Applicable
identification number:
(f) Relevant clearing system(s) Not Applicable
other than Euroclear Bank
S.A./N.V. and Clearstream
Banking, S.A. and the relevant
identification number(s):
(g) Delivery: Delivery against payment
(h) Names and addresses of Not Applicable
additional Paying Agent(s)
(if any):
(i) Securities intended to No
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
(and registered in the name
of a nominee of one of the
ICSDs acting 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 UK Benchmarks REGULATION
UK Benchmarks Regulation: Applicable: Amounts payable
Article 29(2) statement on under the Securities are calculated
benchmarks: by reference to a Preference
Share which, in turn, reference
the 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 Benchmarks Regulation
(Regulation (EU) 2016/1011)
as it forms part of domestic
law by virtue of the EUWA (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
is subject: conditional 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/Issuanc
eProgram)
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
process: 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/Issuanc
eProgram).
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/Issuanc
eProgram)
on or around the Issue Date.
Description of the application Prospective investors may
process: 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/Issuanc
eProgram).
Applications for the Notes
can be made during the Offer
Period through the Distributor.
The applications can be made
in accordance with the Distributor
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/Issuanc
eProgram)
on or around the Issue Date.
Details of the minimum and/or There is no maximum amount
maximum amount of the application: of 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 time The Notes will be available
limits for paying up and delivering on a delivery versus payment
the Securities: 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.
Whether tranches have been Publication on the website
reserved for certain countries of the Issuer
in and date on which results (http://www.documentation.ca-cib.com/IssuanceProgr
of the offer are to be made am)
public: on or around the Issue Date
Procedure for exercise of any Not Applicable
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
of the amount allotted and directly by the Distributor
an indication whether dealing of the success of their application.
may begin before notification Dealing in the Notes may commence
is made: on the Issue Date.
Amount of any expenses and Responsibility for any tax
taxes charged to the subscriber implications of investing
or purchaser: in these Notes rests 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), to The Authorised Offeror(s)
the extent known to the Issuer, identified above and identifiable
of the placers in the United from the Base Prospectus
Kingdom:
Name and address of the entities Not Applicable
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 - INDEX SPONSOR DISCLAIMER
FTSE 100(R) Index
The Product has been developed solely by Crédit 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(R) 100 Index (the "Index") vest in the relevant LSE Group
company which owns the Index. "FTSE(R)" is a trade mark of the
relevant LSE Group company and is 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 Crédit 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 ultimately on the performance
of an index. The Notes are identified by the ISIN Code
XS2185441933.
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 on 7 May 2021 and the supplement
dated 15 February 2022 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 25 January 2022 (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. Our teams offer expert and first class services for
the management of both private and business assets.
B. Organisational Structure / Major shareholders
The Issuer and the companies of the Crédit Agricole CIB Group
(the Group) are directly owned by Crédit Agricole S.A., the listed
entity of the Crédit Agricole S.A. group (the Crédit Agricole
Group). Crédit Agricole S.A is the parent company of the Group. The
Group is the corporate and investment banking arm of the Crédit
Agricole Group.
C. Key executives
The Chief Executive Officer of the Issuer is Jacques Ripoll.
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, 1-2, place des
Saisons, 92400 Courbevoie, 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 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 2019 and 31 December 2020 and for the interim periods
ended 30 June 2020 and 30 June 2021 (all figures are expressed in
millions of euros):
A. Income statement for credit institutions
31/12/2019 30/06/2020 31/12/2020 30/06/2021
(audited) (audited)
=========== ===========
Net interest income (or
equivalent) 2,696 1,479 3,182 1,631
================================= =========== =========== =========== ===========
Net fee and commission
income 839 494 939 424
================================= =========== =========== =========== ===========
Net impairment loss on - - - -
financial assets
================================= =========== =========== =========== ===========
Net trading income 1,832 1,067 1,738 903
================================= =========== =========== =========== ===========
Measure of financial performance
used by the issuer in
the financial statements
such as operating profit 2,037 1,223 2,435 1,044
================================= =========== =========== =========== ===========
Net profit or loss (for
consolidated financial
statements net profit
or loss attributable to
equity holders of the
parent) 1,572 676 1,349 793
================================= =========== =========== =========== ===========
B. Balance sheet for credit institutions
31/12/2019 30/06/2020 31/12/2020 30/06/2021 Value as outcome
from the most
recent Supervisory
Review and
Evaluation
Process ('SREP')
(audited) (audited) (unaudited)
------------- ----------------------
Total assets 552,743 631,396 593,890 595,835 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Senior debt 57,291 51,858 42,229 46,609 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Subordinated debt 4,982 4,518 4,351 4,188 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Loans and receivables
from customers
(net) 143,864 153,339 142,000 147,385 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Deposits from customers 133,352 153,449 149,084 150,356 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Total equity 22,147 22,983 22,606 25,534 Not Applicable
============================ ------------- ------------- ------------- ------------- ----------------------
Non performing
loans (based on
net carrying amount)/Loans
and receivables) 1.11% 1.5% 1.5% 1.4% Not Applicable
============================ ============= ------------- ------------- ------------- ----------------------
Common Equity Tier
1 capital (CET1)
ratio or other
relevant prudential
capital adequacy
ratio depending
on the issuance 12.1% 10.99% 11.70% 11.2% 7.89%
============================ ============= ------------- ------------- ------------- ----------------------
Total Capital Ratio 18.6% 17.32% 18.3% 20.1% 12.05%
============================ ============= ============= ============= ============= ======================
Leverage Ratio
calculated under
applicable regulatory
framework 3.56% 3.26% 3.54% 3.68% Not Applicable
============================ ============= ============= ============= ============= ======================
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 the Issuer's
credit risk, the Issuer's counterparty risk in connection with its
market activities or the Issuer's credit risk in connection with
its securitization transactions on behalf of clients;
2) Financial risks, which include liquidity risk, market risk,
foreign exchange risk, risk of holding equities, issuer's risk and
global interest rate risk; and
3) Operational risks and associated risks, which include fraud,
human resource risks, legal and reputational risks, compliance
risks, tax risks, information systems risks, providing of
inappropriate financial services (conduct risk), risks of failure
of business processes including credit processes, or the use of a
model (model risk), as well as potential financial consequences
related to the management of reputational risk.
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 preference share class 135
issued by Broadwalk Investments Limited (the Preference Share). The
Preference Share Underlying is an index, the FTSE 100 Index(R)
(Bloomberg Ticker: UKX). The value of the Preference Share will be
published at the following price source: Bloomberg page
"IDXS2185441933<GO>". The Notes will be identified by the
ISIN Code XS2185441933.
The Notes 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 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 ten (10) Business Days following 18
March 2022 (the Preference Share Underlying Initial Observation
Date) and scheduled to fall on 1 April 2022 (the Issue Date) in the
form of registered securities. The maturity date of the Notes is
scheduled to fall on 25 March 2030 ( the Maturity Date) subject to
any early redemption 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 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.
Substitution: Not Applicable
D. Interest:
No periodic coupons are paid on the Notes.
E. Redemption:
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.
- If a Preference Share Early Redemption Event has occurred:
Upon the occurrence of a Preference Share Early Redemption
Event, the Notes shall be redeemed at the Auto-call Redemption
Amount (as defined below) five (5) Business Days following the
relevant Preference Share Underlying Early Observation Date (as set
out in the table below) on which the Preference Share Early
Redemption Event has occurred.
Period Preference Share Underlying Early Barrier Level
Early Observation Date (expressed as a percentage
of the Preference Share Initial)
1 20 March 2023 105.00%
---------------------------- ----------------------------------
2 18 March 2024 100.00%
---------------------------- ----------------------------------
3 18 March 2025 100.00%
---------------------------- ----------------------------------
4 18 March 2026 100.00%
---------------------------- ----------------------------------
5 18 March 2027 95.00%
---------------------------- ----------------------------------
6 20 March 2028 95.00%
---------------------------- ----------------------------------
7 19 March 2029 90.00%
---------------------------- ----------------------------------
- If no Preference Share Early Redemption Event has
occurred:
Provided that the Notes have not been early redeemed, the Notes
will be redeemed at the Final Redemption Amount (as defined below)
five (5) Business Days following 18 March 2030 (the Preference
Share Underlying Final Observation Date) and scheduled to fall on
25 March 2030 (the Maturity Date).
Where a Preference Share Early Redemption Event will occur on
any Preference Share Underlying Early Observation Date (as
specified in the table above) if the closing level of each Index is
greater than or equal to the relevant Early Barrier Level that
corresponds to such date (as also specified in the table
above).
Auto-call Redemption Amount / Final Redemption Amount:
The investor will receive a cash settlement amount per Note in
the Specified Currency equal to the following Auto-call Redemption
Amount / Final Redemption Amount:
Notional Amount x (Preference Share Final / Preference Share
Initial)
Where:
Preference Share Final means the value of the Preference Share
on either, as the case may be:
- if a Preference Share Early Redemption Event has occurred: two
business days following the relevant Preference Share Underlying
Early Observation Date;
- otherwise: two business days following the Preference Share
Underlying Final Observation Date; and
Preference Share Initial means the value of the Preference Share
on the Issue Date, being GBP 1.00.
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
-- in the hand 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 redeem Notes 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 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 main
market and to be admitted to 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. Accordingly, there
is no assurance as to the development or liquidity of any trading
market. 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 optional redemption feature of the Notes might negatively
affect the market value of the Notes. The Noteholders may not
receive the total amount of the capital invested;
8) The Auto-call Redemption Amount and the Final Redemption
Amount of the Notes are dependent upon changes in the market value
of the Preference Share Underlying, which could adversely affect
the market value of the Notes. In addition, the Early Redemption
Amount and 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;
9) An investment in the Notes does not confer any legal or
beneficial interest in the Preference Share or any Preference Share
Underlying or any voting rights, right to receive dividends or
other rights that a holder of the Preference Share or any
Preference Share Underlying may have. Potential losses in value of
the Notes cannot be compensated by other income; and
10) The Notes are not principal protected and investors are
exposed to the performance of the Preference Share which are in
turn exposed to the performance of the Preference Share Underlying;
accordingly, they risk losing all or a part of their investment if
the value of the Preference Share 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 an amount of 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 clients and retail investors during an open period
from 25 January 2022 (included) until 18 March 2022 (included) (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 in the United Kingdom. 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 minimum subscription amount for the Notes must be at least
equal to the Notional Amount of a Note. There is no maximum
subscription amount for Notes. Securities are offered at a price
corresponding to 100 per cent. of the aggregate nominal amount of
the Notes.
The Distributor (as defined below) will be paid aggregate
commissions equal to a maximum of 1.25 per cent. 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 445 plus 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) (ii) Meteor Asset
Management Limited, 55 King William Street, London EC4R 9AD (the
Distributor), (iii) any additional financial intermediary appointed
by the Issuer and whose name is published on the Issuer's website
(https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU)
and identified as an Authorised Offeror in respect of the relevant
Public Offer, and (iv) any financial intermediary stating on its
website that it uses the prospectus in accordance with the
Authorised Offeror Terms 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 of up to
GBP 10,000,000 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 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.
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END
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