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FINALS TERMS HSBC 300 M€ 2020
Final Terms dated 25 March 2020
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 Directive 2014/65/EU (as amended, "MIFID II"); or (ii) a customer within the meaning of Directive 2016/97/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MIFID II.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS
ONLY TARGET MARKET – Solely for the purposes or each manufacturer's 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 on MIFID II product governance requirements published by ESMA dated 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 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.
REGIE AUTONOME DES TRANSPORTS PARISIENS
Issue of €300,000,000 0.938 per cent. Notes due 25 May 2050
under the Euro 6,000,000,000
Euro Medium Term Note Programme
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 20 December 2018 and the supplement to the base prospectus dated 28 May 2019 which together constitute a base prospectus (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein 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 Base Prospectus is available for viewing at the office of the Fiscal Agent or each of the Paying Agents during normal business hours and on the website of the Autorité des marchés financiers (www.amf-france.org) and the Issuer (http://www.ratp.fr/en/ratp/r_56856/legal-publications) and hard copies may be obtained from the Issuer.
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1. (i) Issuer: Régie Autonome des Transports Parisiens
2. (i) Series Number: 42
(ii) Tranche Number: 1
(iii) Date on which the Notes become Not Applicable fungible:
3. Specified Currency or Currencies: Euro ("€")
4. Aggregate Nominal Amount of Notes:
(i) Series: €300,000,000
(ii) Tranche: €300,000,000
5. Issue Price: 100.00 per cent. of the Aggregate Nominal
Amount
6. Specified Denominations: €100,000
7. (i) Issue Date: 27 March 2020
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 25 May 2050
9. Interest Basis: 0.938 per cent. Fixed Rate
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or Not Applicable
Redemption/Payment Basis:
12. Put/Call Options: Not Applicable 13. (i) Status of the Notes: Senior
(ii) Date Board approval for 29 November 2019 issuance of Notes obtained:
14. Method of distribution Non syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 0.938 per cent. per annum payable
annually in arrear
(ii) Interest Payment Dates: 25 May in each year commencing on 25 May 2020 and ending on the Maturity Date
(iii) First Interest Payment Date: 25 May 2020
(iv) Fixed Coupon Amount: €938 per €100,000 Specified
Denomination.
(v) Broken Amount: €151.21 per €100,000 Specified
Denomination payable on the First
Interst Payement Date
(vi) Day Count Fraction: Actual/Actual-(ICMA)
(vii) Determination Dates: 25 May in each year
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
18. Fixed to Floating Rate Note Provisions Not Applicable
19. Dual Currency Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option Not Applicable
21. Put Option Not Applicable
22. Final Redemption Amount of each Note €100,000 per Note of €100,000 Specified Denomination
23. Early Redemption Amount
(i) Early Redemption Amount of each €100,000 per Note of €100,000 Note payable on redemption for Specified Denomination
taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required):
(ii) Redemption for taxation reasons Yes
permitted on days other than Interest
Payment Dates:
(iii) Unmatured Coupons to become void Not Applicable upon early redemption (Bearer Notes only):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. | Form of Notes: | Dematerialised Notes |
(i) Form of Dematerialised Notes: | Bearer dematerialised form (au porteur) | |
(ii) Registration Agent: | Not Applicable | |
(iii) Temporary Global Certificate: | Not Applicable | |
25. | Financial Centre or other special provisions relating to payment dates: | Not Applicable |
26. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): | No |
27. | Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: | Not Applicable |
28. | Details relating to Instalment Notes: | Not Applicable |
29. | Redenomination, renominalisation and reconventioning provisions: | Not Applicable |
30. | Consolidation provisions: | The provisions in Condition 12 apply |
31. | Representation of holders of | Condition 10 applies |
Notes/Masse: | ||
So long as the Notes are held by a single Noteholder, such Noteholder shall exercise all powers entrusted to the Masse by the provisions of the French Code de commerce, as supplemented by the Terms and
Condition.
The Issuer shall hold (or shall have any entitled agent to hold it) a register of the decisions taken by the sole Noteholder in this capacity and shall make them available, upon request, to any subsequent later Noteholder. A Representative must be appointed by the Issuer if the Notes are held by more than one Noteholder
DISTRIBUTION
32. (i) If syndicated, names of
Dealers: Not Applicable
(ii) Stabilising Manager (if any): Not Applicable
33. If non-syndicated, name of Dealer: HSBC France
34. Dealer's Commission: Not Applicable
35. U.S. Selling Restrictions Reg. S Category 2; TEFRA not applicable
36. Prohibition of Sales to EEA Retail Applicable Investors
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
PART B – OTHER INFORMATION
1 LISTING AND ADMISSION TO TRADING
(i) Listing: None
(ii) Admission to trading: Not Applicable
(iii) Estimate of total expenses related to
admission to trading: Not Applicable
(iv) Regulated markets or equivalent markets on which to the knowledge of the Issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted
to trading: Not Applicable
2 RATINGS
The Notes to be issued are expected to Ratings: be rated.
Fitch: AA
Fitch is established in the European
Union and registered under Regulation (EC) No 1060/2009, as amended by Regulation (EU) No.
513/2011.
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 5 | REASONS FOR THE OFFER (i) Reasons for the offer YIELD Indication of yield: | See section "Use of Proceeds" of the Base Prospectus 0.938 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: Common Code: Depositaries: (a) Euroclear France to act as Central Depositary: (b) Euroclear Bank and Clearstream Banking Société Anonyme to act as Common Depository: | FR0013499464 214171384 Yes No | |||
Any clearing system(s) other than Euroclear France, Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme 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 GENERAL
The aggregate principal amount of Notes has been Not Applicable translated into Euro at the rate of [●], producing a sum of (for Notes note denominated in Euro):