LA BANQUE POSTALE 10,000,000,000 Euro Medium Term Note ... · PDF file LA BANQUE POSTALE...

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Transcript of LA BANQUE POSTALE 10,000,000,000 Euro Medium Term Note ... · PDF file LA BANQUE POSTALE...

  • Base Prospectus dated 25 March 2019

    LA BANQUE POSTALE

    € 10,000,000,000

    Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), La Banque Postale (the "Issuer" or "La Banque Postale"), subject to

    compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate principal amount of Notes

    outstanding will not at any time exceed € 10,000,000,000 (or the equivalent in other currencies at the date of issue of any Notes).

    The Notes can be unsubordinated Notes or subordinated Notes.Unsubordinated Notes may be senior preferred or senior non preferred.

    In accordance with French law, notably the requirement to obtain an express legislative authorisation for each guarantee, the Notes do not benefit from any guarantee of any

    kind, direct or indirect, from the French State.

    This Base Prospectus supersedes and replaces the Base Prospectus dated 5 September 2018 as supplemented and shall be in force for a period of one year as from 25 March

    2019.

    Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Base Prospectus in its capacity as competent authority pursuant to

    Article 212-2 of its Règlement Général which implements Directive 2003/71/EC of 4 November 2003, as amended or superseded on the prospectus to be published when

    securities are offered to the public or admitted to trading (the "Prospectus Directive").

    Application may be made for Notes issued under the Programme during a period of 12 months from the date of this Base Prospectus to be listed and/or admitted to trading on

    Euronext Paris and/or on the Regulated Market (as defined below) in another Member State of the European Economic Area ("EEA"). Euronext Paris is a regulated market for

    the purposes of the Markets in Financial Instruments Directive 2014/65/EU (a "Regulated Market"). However, Notes may be issued pursuant to the Programme which are not

    admitted to trading on any Regulated Market. The relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify

    whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated Market.

    This Base Prospectus constitutes a base prospectus for the purposes of article 5.4 of the Prospectus Directive.

    Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein. Dematerialised

    Notes will at all times be in book-entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title will be

    issued in respect of the Dematerialised Notes.

    Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France

    ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "TERMS AND CONDITIONS OF THE NOTES — Form,

    Denomination(s), Title and Redenomination") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking S.A. ("Clearstream") or in

    registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "TERMS AND CONDITIONS OF THE NOTES —

    Form, Denomination(s), Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the

    registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the

    accounts of the Account Holders designated by the relevant Noteholders.

    Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons

    attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for Definitive

    Materialised Notes in bearer form with, where applicable, coupons for interest attached, on or after a date expected to be on or about the 40th day after the issue date of the Notes

    (subject to postponement as described in "TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF

    MATERIALISED BEARER NOTES") upon certification as to non U.S. beneficial ownership as more fully described herein.

    Temporary Global Certificates will (a) in the case of a Tranche (as defined in "GENERAL DESCRIPTION OF THE PROGRAMME") intended to be cleared through Euroclear

    and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche intended to be cleared

    through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the

    relevant Dealer (as defined below).

    The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set out in the relevant

    Final Terms. The long term senior preferred debt of the Issuer has been assigned a rating of A by S&P Global Ratings Europe Limited ("S&P") and A- by Fitch France SAS

    ("Fitch"). The long term senior non preferred debt of the Issuer has been assigned a rating of BBB by S&P and A- by Fitch. The subordinated debt of the Issuer has been

    assigned a rating of BBB- by S&P. Notes issued under the Programme may be unrated or rated differently from the current ratings of the Issuer. The rating of Notes (if any) will

    be specified in the Final Terms. Each of S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 on credit ratings agencies,

    as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"). Each of S&P and Fitch is included in the list of credit rating agencies registered in accordance with the

    CRA Regulation published on the European Securities and Markets Authority’s website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of the date of

    this Base Prospectus. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating

    agency.

    This Base Prospectus and the documents incorporated by reference in this Base Prospectus will be available on the websites of the Issuer (www.labanquepostale.com) and the

    AMF (www.amf-france.org). The Final Terms related to the Notes listed and/or admitted to trading on any Regulated Market in the EEA will be published on the website of the

    AMF.

    Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Base Prospectus prior to making an investment

    decision in the Notes.

    Arranger

    BNP PARIBAS

    Dealers

    Barclays

    BNP Paribas

    CITIGROUP

    Commerzbank AG

    Crédit Agricole CIB

    Credit Suisse

    Deutsche Bank AG

    HSBC

    J.P. Morgan

    La Banque Postale

    Morgan Stanley

    NATIXIS

    NatWest Markets

    Nomura

    Société Générale Corporate & Investment Banking

    UBS Investment Bank

    UniCredit Bank

  • 2

    This Base Prospectus (together with any supplements to this Base Prospectus published from time to time

    (each a "Supplement" and together the "Supplements")) constitutes a base prospectus for the purposes of

    Article 5.4 of the Prospectus Directive in respect of, and for the purpose of giving information with regard

    to, the Issuer, the Issuer and its consolidated subsidiaries taken as a whole ("La Banque Postale Group")

    which is necessary to enable investors to make an informed assessment of the assets and liabilities,

    financial position, profit and losses and prospects of the Issuer.

    This Base Prospectus should be read and construed in conjunction with any Supplement that may be

    published from time to time and with all documents incorporated by reference (see "INFORMATION

    INCORPORATED BY REFERENCE") and in relation to any Series (as defined herein) of Notes, should

    be read and construed together with the relevant Final Term(s) (the Base Prospectus and the Final Terms

    being together, the "Prospectus").

    Certain information contained in this Base Prospectus and/or documents incorporated herein by

    reference have been extracted from sources specified in the sections where such information appears. The

    Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and

    is able to ascertain from information published by the above sources, no facts have been omitted which

    would render the information reproduced inaccurate or misleading. The Issuer has also identified the

    source(s) of such information.

    No person has been authorised to give any information or to make any representation other than those

    contained in this Base Pro