DocuSign Envelope ID: 277F116C-DBB0-485E-9622-DE0C2969559C
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturers' 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 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive (EU) 2014/65 (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market - 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 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
DocuSign Envelope ID: 277F116C-DBB0-485E-9622-DE0C2969559C
Final Terms dated 19 January 2023
Crédit Agricole S.A.
Legal Entity Identifier (LEI) of the Issuer is 969500TJ5KRTCJQWXH05
Euro 85,000,000,000
Euro Medium Term Note Programme
Series No: 657
Tranche No: 1
Issue of GBP 850,000,000 Senior Preferred Fixed Rate Notes due 23 October 2029
(the "Notes")
Issued by: Crédit Agricole S.A.
(the "Issuer")
Joint Lead Managers
BARCLAYS
Crédit Agricole CIB
Lloyds Bank Corporate Markets Wertpapierhandelsbank
Nomura
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any consumer (consument/ consommateur) within the meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit économique), as amended, in Belgium.
The expression "Prospectus Regulation" means Regulation (EU) No 2017/1129, as amended.
A50216188 | 2 |
DocuSign Envelope ID: 277F116C-DBB0-485E-9622-DE0C2969559C
Part A - Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in "Terms and Conditions of the French Law Notes" in the base prospectus dated 8 April 2022 which has received approval no. 22-090 from the Autorité des marchés financiers (the "AMF") on 8 April 2022, the first supplement to it dated 17 May 2022 which has received approval no. 22-158 from the AMF on 17 May 2022, the second supplement to it dated 27 June 2022 which has received approval no. 22-246 from the AMF on 27 June 2022, the third supplement to it dated 17 August 2022 which has received approval no. 22-353 from the AMF on 17 August 2022, the fourth supplement to it dated 18 November 2022 which has received approval no. 22-455 from the AMF on 18 November 2022 and the fifth supplement to it dated 2 January 2023 which has received approval no. 23-004 from the AMF on 2 January 2023, which together constitute a base prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer (https://www.credit- agricole.com/finance/finance/dette-et-notations/emissions-marche/credit-agricole-s.a.- emissions-marche), on the website of the AMF (www.amf-france.org) and copies may be obtained from Crédit Agricole S.A., 12, place des États-Unis, 92127 Montrouge Cedex, France.
1. | Issuer: | Crédit Agricole S.A. | |
2. | (i) | Series Number: | 657 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | ||
become fungible: | Not Applicable | ||
3. | Specified Currency or Currencies: | Pounds Sterling ("GBP") |
4. Aggregate Nominal Amount:
(i) | Series: | GBP 850,000,000 | |
(ii) | Tranche: | GBP 850,000,000 | |
5. | Issue Price: | 99.315 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Specified Denomination: | GBP 100,000 | |
7. | (i) | Issue Date: | 23 January 2023 |
(ii) | Interest Commencement | ||
Date: | Issue Date | ||
8. | Maturity Date: | 23 October 2029 | |
9. | Interest Basis: | 4.875 per cent. Fixed Rate | |
(further particulars specified in paragraph | |||
15 below) | |||
10. | Redemption Basis: | Subject to any purchase and cancellation or | |
early redemption, the Notes will be | |||
redeemed on the Maturity Date at 100.00 |
A50216188 | 3 |
DocuSign Envelope ID: 277F116C-DBB0-485E-9622-DE0C2969559C
- Change of Interest Basis:
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
per cent. of their nominal amount Not Applicable
Not Applicable Senior Preferred Notes
Resolution of the Board of Directors of the Issuer dated 9 February 2022 (as amended and completed by the resolution of the Board of Directors of the Issuer dated 3 August 2022) and the décision d'émission dated 19 January 2023
Provisions Relating to Interest (if any) Payable | |||
15. | Fixed Rate Note: | Applicable | |
(i) | Rate of Interest: | 4.875 per cent. per annum payable annually | |
in arrear on each Interest Payment Date |
- Interest Payment Dates: 23 October in each year, from (and including) 23 October 2023, up to (and including) the Maturity Date
(iii) | Fixed Coupon Amount: | GBP 4,875 per Specified Denomination | |
payable on each Interest Payment Date, | |||
except for the amount payable in respect of | |||
the short first Interest Accrual Period | |||
beginning on (and including) the Interest | |||
Commencement Date and ending on (but | |||
excluding) the Interest Payment Date | |||
falling on 23 October 2023 which shall be | |||
the Broken Amount | |||
(iv) | Broken Amount: | GBP 3,646.23 per Note of GBP 100,000 in | |
nominal amount, payable on the Interest | |||
Payment Date falling on 23 October 2023 | |||
(v) | Day Count Fraction: | Actual/Actual-ICMA, not adjusted | |
(vi) | Determination Dates: | 23 October in each year | |
(vii) | Resettable Notes: | Not Applicable | |
16. | Floating Rate Note: | Not Applicable | |
17. | Zero Coupon Note: | Not Applicable | |
18. | CMS Linked Note: | Not Applicable | |
19. | Inflation Linked Notes: | Not Applicable |
Provisions Relating to Redemption
20. Redemption at the Option of the
Issuer (Issuer Call): | Not Applicable | ||
21. | Clean-up Redemption Option: | Applicable | |
(i) | Clean-up Percentage: | 80 per cent. |
A50216188 | 4 |
DocuSign Envelope ID: 277F116C-DBB0-485E-9622-DE0C2969559C
- Notice Period:
- Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
- Optional Clean-up Redemption Date(s) (solely if the Clean-Up Percentage is reached):
- Redemption at the Option of Noteholders (Noteholder Put):
- (i) MREL/TLAC Disqualification Event Call Option:
- Early Redemption Amount:
- Final Redemption Amount of each Note:
- Early Redemption Amount of each Note:
As per Conditions
GBP 100,000 per Note of GBP 100,000 Specified Denomination
Interest Payment Dates
Not Applicable
Not Applicable
Final Redemption Amount
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at
100.00 per cent. of their outstanding principal amount
GBP 100,000 per Note of GBP 100,000 Specified Denomination
- Make-WholeRedemption Amount:
- Events of Default:
General Provisions Applicable to the Notes
- (i) Form of Notes (Bearer Notes):
- Form of Dematerialised Notes:
- Registration Agent:
- Calculation Agent(s) (if not the Fiscal Agent):
- Temporary Global Certificate:
- Exclusion of the possibility to request identification of a Noteholder as Provided by Condition 1(a):
- Financial Center(s):
- Talons for future Coupons or Receipts to be attached to Definitive Materialised Bearer Notes (and dates on which such Talons mature):
Not Applicable
Not Applicable
Dematerialised Notes
Bearer dematerialised form (au porteur) Not Applicable
Not Applicable
Not Applicable
Not Applicable
London
Not Applicable
A50216188 | 5 |
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Crédit Agricole SA published this content on 24 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2023 10:46:23 UTC.