THIS DOCUMENT IS A FREE NON BINDING TRANSLATION, FOR INFORMATION PURPOSES ONLY, OF THE FRENCH
LANGUAGE CONDITIONS DEFINITIVES DATED 1st DECEMBER 2015 (THE "CONDITIONS DEFINITIVES"), A FORM OF
WHICH IS INCLUDED IN THE PROSPECTUS DE BASE DATED 5 JUNE 2015 WHICH RECEIVED VISA No. 15-257 FROM THE
AUTORITE DES MARCHES FINANCIERS (THE "AMF") ON 5 JUNE 2015 AS SUPPLEMENTED BY THE FIRST
SUPPLEMENT TO THE BASE PROSPECTUS DATED 2 NOVEMBER 2015 WHICH RECEIVED VISA No. 15-554 FROM THE
AMF DATED 2 NOVEMBER 2015 (TOGETHER, THE "AMF BASE PROSPECTUS"). ONLY THE AMF BASE PROSPECTUS
WHICH INCLUDES THE FORM OF THE CONDITIONS DEFINITIVES WAS GRANTED A VISA BY THE AMF. IN THE EVENT
OF ANY AMBIGUITY OR CONFLICT BETWEEN CORRESPONDING STATEMENTS OR OTHER ITEMS CONTAINED IN
THE CONDITIONS DEFINITIVES AND THIS DOCUMENT, THE RELEVANT STATEMENTS OR ITEMS OF THE
CONDITIONS DEFINITIVES SHALL PREVAIL. FOR THE AVOIDANCE OF DOUBT, REFERENCES IN THIS DOCUMENT TO
THE "BASE PROSPECTUS" OR THE "FINAL TERMS" ARE RESPECTIVELY TO THE "AMF BASE PROSPECTUS" OR THE
"CONDITIONS DEFINITIVES" AND DO NOT INCLUDE THEIR ENGLISH TRANSLATION.
Final Terms dated 1st December 2015
Bpifrance Financement
(société anonyme, duly licensed French établissement de crédit)
€20,000,000,000
Euro Medium Term Note Programme
benefiting from the autonomous, unconditional and irrevocable
first demand guarantee of EPIC Bpifrance (formerly EPIC BPI-Groupe)
(établissement public à caractère industriel et commercial)
Issue of €1,250,000,000 0.125 per cent. Notes due 25 November 2020
benefiting from the autonomous, unconditional and irrevocable
first demand guarantee of EPIC Bpifrance
Series No.: 18
Tranche No.: 1
Issue Price: 99.456 per cent.
Joint Lead Managers
BNP PARIBAS
Crédit Agricole CIB
Morgan Stanley
NATIXIS
Société Générale Corporate & Investment Banking
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the
base prospectus dated 5 June 2015 (that received visa number 15-257 from the Autorité des marchés
financiers (the "AMF") on 5 June 2015), as supplemented by the first supplement to the base prospectus
dated 2 November 2015 (that received visa number 15-554 from the AMF on 2 November 2015) (together,
the "Base Prospectus") which together constitute a base prospectus for the purposes of the Prospectus
Directive (as defined below).
This document constitutes the final terms (the "Final Terms") of the notes described herein (the "Notes")
for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base
Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the
basis of the combination of these Final Terms, the Guarantee (as defined below) and the Base Prospectus.
These Final Terms and the Base Prospectus are published (a) on the website of the AMF (www.amffrance.org) and (b) with the Guarantee, on the website of the Issuer (www.bpifrance.fr), and are available
for viewing during normal business days and hours at the registered office of the Issuer and at the specified
offices of the Paying Agent where copies may be obtained.
"Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council of
4 November 2003, as amended and includes any relevant implementing measure of such directive in each
relevant Member State of the European Economic Area.
1.
Issuer:
Bpifrance
Financement
Financement").
("Bpifrance
2.
Guarantor:
Etablissement public à caractère industriel et
commercial Bpifrance ("EPIC Bpifrance").
The full and punctual payment of any amount
due in principal, interest and accessories under
the Notes is guaranteed by an autonomous,
unconditional and irrevocable first demand
guarantee of EPIC Bpifrance granted on
1st December 2015 to the beneficiaries named
therein, published on the website of the Issuer
(www.bpifrance.fr) and available for inspection
and copy, without charges, during normal
business days and hours, at the registered office
of the Issuer and at the specified offices of the
Paying Agent set out at the end of the Base
Prospectus (the "Guarantee").
3.
(i)
Series Number:
18
(ii)
Tranche Number:
1
4.
Specified Currency:
5.
Aggregate Nominal Amount of Notes:
Euro ("€")
(i)
Series:
€1,250,000,000
(ii)
Tranche:
€1,250,000,000
6.
Issue Price:
99.456 per cent. of the Aggregate Nominal
Amount of the Tranche
7.
Specified Denomination:
€100,000
8.
(i)
Issue Date:
3 December 2015
(ii)
Interest Commencement Date:
Issue Date
9.
Maturity Date:
25 November 2020
10.
Interest Basis:
0.125 per cent. Fixed Rate per annum
(further particulars specified below)
2
11.
Redemption Basis:
Unless previously redeemed or purchased and
cancelled, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their
Specified Denomination
12.
Change of Interest Basis:
Not Applicable
13.
Redemption Options:
Not Applicable
14.
(i)
(ii)
Date of corporate authorisation for
issuance of Notes:
Date of corporate authorisation of
the Guarantee:
Decision of the Board of directors of the Issuer
dated 15 December 2014
Decision of the Board of directors of the
Guarantor dated 18 December 2014
PROVISIONS RELATING TO INTEREST PAYABLE
15.
Fixed Rate Notes Provisions:
Applicable
(i)
Rate of Interest:
0.125 per cent. per annum payable annually in
arrear
(ii)
Interest Payment Dates:
25 November in each year up to and including
the
Maturity
Date,
commencing
on
25 November 2016 (first short coupon for the
Interest Period beginning on (and including)
the Interest Commencement Date and ending
on (but excluding) 25 November 2016 (the
"First Interest Payment Date"))
(iii)
Fixed Coupon Amount:
€125 per €100,000 in Specified Denomination,
subject to the Broken Amount referred to in
sub-paragraph (iv) below
(iv)
Broken Amount:
€122.27
per
€100,000
in
Specified
Denomination payable on the First Interest
Payment Date
(v)
Day Count Fraction:
Actual/Actual–ICMA
(vi)
Determination Dates:
25 November in each year
16.
Floating Rate Notes Provisions:
Not Applicable
17.
Zero Coupon Notes Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.
Call option:
Not Applicable
19.
Put option:
Not Applicable
20.
Final Redemption Amount of each Note:
€100,000 per Note of €100,000 Specified
Denomination
21.
Redemption by Instalments:
Not Applicable
22.
Early Redemption Amount:
Early Redemption Amount of each Note
payable on redemption for taxation reasons
(Condition 7(f)) or on event of default
(Condition 10) or other early redemption set
out in the Terms and Conditions:
€100,000 per Note of €100,000 Specified
Denomination
3
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23.
24.
25.
26.
Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
In bearer form (Au porteur)
(ii)
Registration Agent:
Not Applicable
(iii)
Temporary Global Certificate:
Not Applicable
Financial Centre or other special provisions
relating to payment dates for the purposes of
Condition 8(g):
Not Applicable
Talons for future Coupons or Receipts to be
attached to Definitive Materialised Notes
(and dates on which such Talons mature):
Not Applicable
Masse (Condition 12):
Masse Allégée
Name and address of the initial Representative
are:
MCM AVOCAT
Selarl d'avocats interbarreaux inscrite au
Barreau de Paris
10, rue de Sèze
75009 Paris
France
Represented by Maître Antoine Lachenaud,
Co-gérant – associé
Tel: +33.1.53.43.36.00
Fax: +33.1.53.43.36.01
Email: antoine.lachenaud@avocat-mcm.com
Name and address
Representative are:
of
the
alternate
Maître Philippe Maisonneuve
Avocat
10, rue de Sèze
75009 Paris
France
Tel : +33.1.53.43.36.00
Fax : +33.1.53.43.36.01
Email:
philippe.maisonneuve@avocatmcm.com
The Representative will receive a remuneration
of €400 (excluding taxes) per year in respect of
its functions.
GENERAL
The aggregate principal amount of Notes
issued has been translated into Euro at the rate
of [] per cent. producing a sum of:
Not Applicable
4
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.
Signed on behalf of Bpifrance Financement:
By:
Arnaud Caudoux
Directeur Exécutif
Signed on behalf of EPIC Bpifrance
By:
Pierre Lepetit
Président Directeur Général
5
PART B – OTHER INFORMATION
1.
2.
LISTING AND ADMISSION TO TRADING
(i)
Admission to trading:
(ii)
Estimate of total expenses related to
admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from 3 December 2015.
€9,000 (including the AMF fees)
RATINGS
Ratings:
The Notes to be issued have been rated:
Moody's France S.A.S.: Aa2 (stable outlook)
Fitch France S.A.S.: AA (stable outlook)
Each of the above agencies is a credit rating
agency established in the European Union,
registered under Regulation (EC) No. 1060/2009
of the European Parliament and of the Council of
16 September 2009 on credit rating agencies, as
amended (the "CRA Regulation") and included in
the list of registered credit rating agencies
published on the website of the European
Securities
and
Markets
Authority
(www.esma.europa.eu) in accordance with the
CRA Regulation.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" of the Base Prospectus, so far as the Issuer is aware, no
person involved in the offer of the Notes has an interest material to the offer.
4.
YIELD
Indication of yield:
0.235 per cent. per annum
The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.
5.
OPERATIONAL INFORMATION
ISIN Code:
FR0013063930
Common Code:
132740119
Depositaries:
(a)
(b)
Euroclear France to act as Central
Depositary
Yes
Common Depositary for Euroclear
Bank and Clearstream Banking, société
anonyme
No
Any clearing system other than Euroclear
Bank S.A./N.V. and Clearstream Banking,
société
anonyme
and
the
relevant
identification number:
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional Paying
6
6.
Agent:
Not Applicable
Name and address of the Calculation Agent
designated in respect of the Notes:
Not Applicable
DISTRIBUTION
Method of distribution:
Syndicated
(i)
If syndicated, names of the Managers:
BNP Paribas
Crédit Agricole Corporate and Investment Bank
Morgan Stanley & Co. International plc
Natixis
Société Générale
(ii)
Stabilising Manager:
Not Applicable
(iii)
If non syndicated, name of the Dealer:
Not Applicable
(iv)
Additional selling restrictions:
Not Applicable
(v)
U.S. selling restrictions:
Reg. S Compliance Category 1
TEFRA Rules not applicable
7