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SOCIéTé DU GRAND PARIS Société du Grand Paris : issue of 1750 000 000 1,625% notes due 8 april 2022

Directive transparence : information réglementée

07/04/2022 17:42

Société du Grand Paris
Société du Grand Paris : issue of 1750 000 000 1,625% notes due 8 april 2022

07-Apr-2022 / 17:42 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


Final Terms dated 5 April 2022

Société du Grand Paris

 

Issue of EUR 1,750,000,000 1.625 per cent. Notes due 8 April 2042
under the Euro 30,000,000,000 Green Euro Medium Term Note Programme

SERIES NO: 18
TRANCHE NO: 1

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, 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: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU on markets in financial instruments (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.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - 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 retail investor in the European Economic Area (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; or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - 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 retail investor in the United Kingdom ("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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (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 UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

 

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 9 July 2021 which received approval n°21-312 from the Autorité des marches financiers (the "AMF") on 9 July 2021 and the supplement dated 24 March 2022 which received approval n°22-068 from the AMF on 24 March 2022 (together, the "Base Prospectus") which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such 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 Final Terms and the Base Prospectus will be available on the Issuer's website (https://www.societedugrandparis.fr/publications-financieres-1870) and on the AMF's website (www.amf-france.org).

  1.  
  1. Issuer:

Société du Grand Paris

  1.  
  1. Series Number:

18

 

  1. Tranche Number:

1

 

  1. Date on which the Notes become fungible:


Not Applicable

  1.  

Specified Currency:

Euro ("EUR")

  1.  

Aggregate Nominal Amount:

 

 

  1. Series:

EUR 1,750,000,000

 

  1. Tranche:

EUR 1,750,000,000

  1.  

Issue Price:

98.537 per cent. of the Aggregate Nominal Amount

  1.  
  1. Specified Denominations:

EUR 100,000

  1.  
  1. Issue Date:

7 April 2022

 

  1. Interest Commencement Date:

Issue Date

  1.  

Maturity Date:

8 April 2042

  1.  

Interest Basis:

1.625 per cent. Fixed Rate (further particulars specified below)

  1.  

Redemption Basis:

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed at 100 per cent. of their nominal amount on the Maturity Date.

  1.  

Change of Interest Basis:

Not Applicable

  1.  

Put/Call Options:

Not Applicable

  1.  

Make-Whole Redemption:

Not Applicable

  1.  

Residual Maturity Call Option:

Not Applicable

  1.  
  1. Status of the Notes:

Senior

 

  1. Date of Conseil de surveillance & Directoire approval for issuance of Notes obtained:

Resolution of the Conseil de surveillance of the Issuer dated 24 November 2021 and Resolution of the Directoire of the Issuer dated 31 March 2022.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1.  

Fixed Rate Note Provisions:

Applicable

 

  1. Rate of Interest:

1.625 per cent. per annum payable annually in arrear on each Interest Payment Date.

 

  1. Interest Payment Dates:

8 April in each year commencing on 8 April 2023.

 

  1. Fixed Coupon Amount:

EUR 1,625 per Specified Denomination, subject to the Broken Amount below.

 

  1. Broken Amount(s):

There will be a long first coupon in respect of the Interest Period from, and including, the Interest Commencement Date to, but excluding, 8 April 2023 which will amount to EUR 1,629.45 per Specified Denomination payable on the Interest Payment Date falling on 8 April 2023.

 

  1. Day Count Fraction:

Actual/Actual - ICMA

 

  1. Determination Dates:

8 April in each year

  1.  

Floating Rate Note Provisions:

Not Applicable

  1.  

Fixed/Floating Rate Notes:

Not Applicable

  1.  

Zero Coupon Note Provisions:

Not Applicable

  1.  

Inflation Linked Note Provisions:

Not Applicable

PROVISIONS RELATING TO REDEMPTION

  1.  

Call Option:

Not Applicable

  1.  

Make-whole Redemption:

Not Applicable

  1.  

Residual Maturity Call Option:

Not Applicable

  1.  

Put Option:

Not Applicable

  1.  

Final Redemption Amount of each Note:


EUR 100,000 per Specified Denomination

  1.  

Early Redemption Amount:

 

 

Early Redemption Amount(s) of each Note payable on redemption for taxation reasons, exercise of the Squeeze Out Option or on event of default:




EUR 100,000 per Specified Denomination

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1.  

Form of Notes:

Dematerialised Notes

 

  1. Form of Dematerialised Notes:

Applicable Bearer form (au porteur)

 

  1. Registration Agent:

Not Applicable

 

  1. Temporary Global Certificate:

Not Applicable

  1.  

Financial Centre(s):

TARGET

  1.  

Talons for future Coupons to be attached to Definitive Materialised Notes (and dates on which such Talons mature):




Not Applicable

  1.  

Possibility to request identification information of the Noteholders provided by Condition 1(a)(i):



Applicable

  1.  

Representation of Noteholder(s)/Masse:


The Representative shall be DIIS Group
12, rue Vivienne
75002 Paris
France

The Representative will be entitled to a remuneration of EUR 400 (excluding taxes) per year, payable annually with a first payment due on the Issue Date.

 

REPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

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 has been made by the Issuer (or on its behalf) for the Notes to be listed and admitted to trading on Euronext Paris with effect from 7 April 2022.

 

Estimate of total expenses related to admission to trading:


EUR 14,500

2

RATINGS

 

Ratings:

The Notes to be issued have been rated:

Fitch Ratings Ireland Limited ("Fitch"): AA

Fitch is established in the European Union, is registered or certified under Regulation (EC) No 1060/2009, as amended (the "EU CRA Regulation") and is included in the list of credit rating agencies registered in accordance with the EU CRA Regulation published on the European Securities and Markets Authority's website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs).

According to Fitch's rating system, 'AA' ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

3

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

 

"Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."

4

USE OF PROCEEDS

 

The net proceeds of the issue of the Notes will be used to finance and/or refinance investments in one or more of the Eligible Green Projects (see section "Use of Proceeds" of the Base Prospectus).

Estimate of the net proceeds: EUR 1,720,022,500

5

YIELD

 

Indication of yield:

1.712 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.

6

OPERATIONAL INFORMATION

 

ISIN Code:

FR0014009KL1

 

Common Code:

246597634

 

FISN Code:

SOCIETE DU GRAN/1.625 MTN 20420408

 

CFI Code:

DTFUFB

 

Any clearing system(s) other than Euroclear France, Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):




Not Applicable

 

Delivery:

Delivery against payment

 

Names and addresses of additional Paying Agent(s) (if any):


Not Applicable

7

DISTRIBUTION

 

  1. Method of distribution:

Syndicated

 

  1. If syndicated:

 

 

  1. Name of Managers:

Barclays Bank Ireland PLC

Crédit Agricole Corporate and Investment Bank

Goldman Sachs Bank Europe SE

J.P. Morgan S.E.

Natixis

NatWest Markets N.V.

 

  1.  Stabilising Manager(s) (if any):


Not Applicable

 

  1. If non-syndicated, name of Dealer:


Not Applicable

 

  1. US Selling Restrictions (Categories of potential investors to which the Notes are offered):



Reg. S Compliance Category 2 applies to the Notes; TEFRA not applicable

 


Regulatory filing PDF file

File: Société du Grand Paris : issue of 1750 000 000 1,625% notes due 8 april 2022


Language: English
Company: Société du Grand Paris
2 mail de la Petite Espagne
93200 SAINT-DENIS
France
Phone: +33 (0)1 82 46 20 00
E-mail: patrick.patural@societedugrandparis.fr
Internet: www.societedugrandparis.fr
ISIN: FR0013409679, FR0125241945
Euronext Ticker: SDGPD
AMF Category: Inside information / Issuer activities (acquisitions, sales...)
EQS News ID: 1323327
 
End of Announcement EQS News Service

1323327  07-Apr-2022 CET/CEST

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