NOTICE TO THE NOTEHOLDERS
DATED 18 JUNE 2021
SG Issuer (the "Issuer")
Issue of RUB 122,400,000 Notes
Unconditionally and irrevocably guaranteed by Société Générale
under the Debt Instruments Issuance Programme
(the "Programme")
220098EN/21.3 Tranche 1 Isin code: XS2277789207 (the "Notes")
We refer to the Applicable Final Terms (the "Final Terms") dated 18 June 2021 giving details of the Notes issued on 17 March 2021, as Series 220098EN/21.3, Tranche 1, pursuant to the Programme (the "Final Terms").
This Notice should be read in conjunction with the Debt Instruments Issuance Programme Prospectus 05 June 2020 (the "Base Prospectus"). Terms and expressions defined in the Final Terms shall have the same meanings when used herein except where the context requires otherwise or unless otherwise stated.
The Final Terms have been modified as provided by the amended and restated Final Terms attached hereto as Annex.
The amended version of the Final Terms dated as of 18/06/2021 (the "Amended and Restated Final Terms") of the above referenced Series of Notes has been delivered to the Clearing System.
The Issuer accepts responsibility for the information contained in this Notice.
This notice together with Amended and Restated Final Terms are also available at the office of the Fiscal Agent (Societe Generale Bank & Trust, 11 avenue Emile Reuter, L-2420 Luxembourg).
THE AGENT
Société Générale Bank & Trust
11 avenue Emile Reuter
L-2420 Luxembourg
APPLICABLE FINAL TERMS
FINAL VERSION APPROVED BY THE ISSUERAMENDED AND RESTATED AS OF 18/06/2021
MiFID II product governance - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, as well as the determination of the appropriate distribution channel, has been made by the manufacturer. Any person subsequently offering, selling or recommending the Notes (a distributor) should confirm with the manufacturer the manufacturer's target market assessment and the suggested distribution strategy for the Notes; however, a distributor subject to MiFID II is remains responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Amended and Restated as of 18 June 2021. The initial date of these Final Terms isDdated 15 March 2021.
SG ISSUER
Legal entity identifier (LEI): 549300QNMDBVTHX8H127 Issue of RUB 122,400,000 Notes due 18 March 2024 Unconditionally and irrevocably guaranteed by Société Générale under the Debt Instruments Issuance Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "General Terms and Conditions of the English Law Notes" in the Base Prospectus dated 05 June 2020. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Base Prospectus and the supplement(s) to such Base Prospectus dated 17 July 2020 and 20 August 2020 and 21 September 2020 and 11 December 2020 and any supplement published prior to the Issue Date (as defined below) (the Supplement(s)); provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed or issued and (ii) provides for any change to the Conditions as set out under the heading "General Terms and Conditions of the English Law Notes" , such change shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate. 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 Base Prospectus and any Supplement(s). Prior to acquiring an interest in the Notes described herein, prospective investors should read and understand the information provided in these Final Terms, the Base Prospectus and any Supplement(s) and be aware of the restrictions applicable to the offer and sale of such Notes in the United States or to, or for the account or benefit of persons that are not Permitted Transferees. Copies of the Base Prospectus, any Supplement(s) and these Final Terms are available for inspection from the head office of the Issuer, the Guarantor, the specified offices of the Paying Agents and, in the case of Notes admitted to trading on the Regulated Market or on Euro MTF of the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (www.bourse.lu) and, in the case of Non- Exempt Offers, on the website of the Issuer (http://prospectus.socgen.com).
1. | (i) | Series Number: | 220098EN/21.3 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Note | Not Applicable | |
become fungible: | |||
2. | Specified Currency: | RUB |
3. Aggregate Nominal Amount:
(i) | -Tranche: | RUB 122,400,000 | |
(ii) | -Series: | RUB 122,400,000 | |
4. | Issue Price: | 100% of the Aggregate Nominal Amount |
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APPLICABLE FINAL TERMS
FINAL VERSION APPROVED BY THE ISSUERAMENDED AND RESTATED AS OF 18/06/2021
5. | Specified Denomination(s): | RUB 100,000 | |
6. | (i) | Issue Date: | 17 March 2021 |
(ii) | Interest Commencement | Not Applicable | |
Date: |
7. | Maturity Date: | 18 March 2024 |
8. | Governing law: | English law |
9. | (i) Status of the Notes: | Unsecured |
(ii) Date of corporate authorisation | Not Applicable | |
obtained for the issuance of Notes: | ||
(iii) Type of Structured Notes: | Index Linked Notes | |
The provisions of the following Additional Terms and Conditions apply: | ||
Additional Terms and Conditions for Index Linked Notes | ||
(iv) Reference of the Product: | Not Applicable | |
10. | Interest Basis : | See section "PROVISIONS RELATING TO Interest (IF ANY) PAYABLE" below. |
- Redemption/Payment Basis: See section "PROVISIONS RELATING TO REDEMPTION" below.
- Issuer's/ Noteholders' redemption See section "PROVISIONS RELATING TO REDEMPTION" below. option:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. | Fixed Rate Note Provisions: | Not Applicable |
14. | Floating Rate Notes Provisions: | Not Applicable |
15. | Structured InterestNote Provisions: | Not Applicable |
16. | Zero Coupon Note Provisions: | Not Applicable |
PROVISIONS RELATING TO REDEMPTION | ||
17. | Redemption at the option of the | Not Applicable |
Issuer: |
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APPLICABLE FINAL TERMS
FINAL VERSION APPROVED BY THE ISSUERAMENDED AND RESTATED AS OF 18/06/2021
18. | Redemption at the option of the | Not Applicable |
Noteholders: | ||
19. | Automatic Early Redemption: | Not Applicable |
20. Final Redemption Amount :Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note:
Scenario 1: | |||||||
If on Valuation Date(1), Performance(1) is higher than or equal to 0%, then: | |||||||
Final Redemption Amount = Specified Denomination x [100% + 80% x | |||||||
Performance(1)] | |||||||
Scenario 2: | |||||||
If on Valuation Date(1), Performance(1) is lower than 0%, then: | |||||||
Final Redemption Amount = Specified Denomination x 100% | |||||||
Definitions relating to the Final Redemption Amount are set out in paragraph | |||||||
27(ii) "Definitions relating to the Product". | |||||||
21. | Physical Delivery Note Provisions: | Not Applicable | |||||
22. | Credit Linked Notes Provisions : | Not Applicable | |||||
23. | Bond Linked Notes Provisions: | Not Applicable | |||||
24. | Trigger redemption at the option of | Not Applicable | |||||
the Issuer: | |||||||
25. | Early Redemption for tax reasons, | Early Redemption Amount : Market Value | |||||
special tax reasons, regulatory | |||||||
reasons, Force Majeure Event, Event | |||||||
of Default, or at the option of the | |||||||
Calculation Agent pursuant to the | |||||||
Additional Terms and Conditions: | |||||||
PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY | |||||||
26. | (i) | Underlying(s): | The following Index as defined below: | ||||
Index Name | Bloomberg Ticker | Index Sponsor | Exchange | Website | |||
RDXUSD RUSSIAN | RDXUSD | Vienna Stock Exchange | London Stock Exchange | www.indices.cc | |||
DEPOSITARY |
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APPLICABLE FINAL TERMS
FINAL VERSION APPROVED BY THE ISSUERAMENDED AND RESTATED AS OF 18/06/2021
- Information relating to the past and future performances of the Underlying(s) and volatility:
- Provisions relating, amongst others, to the Market Disruption Event(s) and/or Extraordinary Event(s) and/or any additional disruption event(s) as described in the relevant Additional Terms and Conditions :
The information relating to the past and future performances of the Underlying(s) and volatility are available on the source specified in the table above.
The provisions of the following Additional Terms and Conditions apply: Additional Terms and Conditions for Index Linked Notes
- Other information relating to the Underlying(s):
Information or summaries of information included herein with respect to the Underlying(s), has been extracted from general databases released publicly or by any other available information.
Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published, no facts have been omitted which would render the reproduced information inaccurate or misleading.
DEFINITIONS APPLICABLE TO INTEREST (IF ANY), REDEMPTION AND THE UNDERLYING(S) IF ANY
27. | (i) | Definitions relating to | Applicable |
date(s): | |||
Valuation Date(0): | 10 March 2021 | ||
Valuation Date(1): | 11 March 2024 | ||
(ii) | Definitions relating to the | Applicable, all or part of the Definitions relating to the Product being those used | |
Product: | in the Additional Terms and Conditions relating to Formulae | ||
Performance(1): | means (S(1) / S(0)) - 100% | ||
S(i): | means in respect of any Valuation Date(i), the Closing Price of the Underlying. | ||
(i from 0 to 1) | S(0)=1,720.8 pts | ||
Strike: | 100% x S(0) |
PROVISIONS RELATING TO SECURED NOTES
28. | Secured Notes Provisions: | Not Applicable |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
29. Provisions applicable to payment date(s):
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SG Issuer SA published this content on 21 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 June 2021 06:18:01 UTC.