AVVISO n.4221 23 Marzo 2010 MOT − DomesticMOT
AVVISO n.4221 | 23 Marzo 2010 | MOT − DomesticMOT |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: SOCIETE GENERALE ACCEPTANCE
Oggetto : DomesticMOT: inizio negoziazioni obbligazioni "SGA SOCIETE' GENERALE ACCEPTANCE N.V."
Testo del comunicato
Si veda allegato.
Disposizioni della Borsa
Società emittente: SGA Société Générale Acceptance N.V.
Società garante: Société Générale
Titolo: “Up to EUR 30,000,000 Index Linked Notes due 2014” - (Codice ISIN XS0459501150)
Rating Garante: Società Long Data di Rating Term Report
Moody’s Aa2 24/01/2008
Standard & Poor’s A+ 07/05/2009
Fitch Ratings A+ 11/05/2009
Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA
Data inizio negoziazioni: 25 marzo 2010
Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),
segmento DomesticMOT, “classe altri titoli di debito”
EMS: 25.000
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
Up to EUR 30,000,000 Index Linked Notes due 2014
Modalità di negoziazione: corso secco
N. obbligazioni in
circolazione: 21.000
Valore nominale unitario: 1.000 Euro Valore nominale complessivo
delle obbligazioni in circolazione: 21.000.000 Euro
Interessi: le obbligazioni frutteranno interessi annuali, pagabili posticipatamente il 27 novembre di ciascun anno, in
conformità a quanto specificato nei Final Terms del prestito.
Modalità di calcolo dei ratei: Act/Act su base periodale Godimento: 27 novembre 2009
Scadenza: 27 novembre 2014 (rimborso alla pari in un’unica soluzione alla scadenza)
Tagli: unico da nominali 1.000 Euro
Codice ISIN: XS0459501150
Codice TIDM: B3CX
Denominazione breve: SGA_NV14_MC_EUR
Denominazione lunga: SGA_NV14_INDEX_LINKED_NOTES Importo minimo di
negoziazione: 1.000 Euro
DISPOSIZIONI DELLA BORSA ITALIANA
Dal 25 marzo 2010 l’obbligazione “Up to EUR 30,000,000 Index Linked Notes due 2014” verrà iscritta nel Listino Ufficiale, comparto obbligazionario (MOT).
Allegati:
- Final Terms del prestito obbligazionario;
- Estratto del Base Prospectus.
Investors should have sufficient knowledge and experience of financial and business matters to evaluate the merits and risks of investing in a particular issue of Euro Medium Term Notes as well as access to, and knowledge of, appropriate analytical tools to assess such merits and risks in the context of their financial situation. Certain issues of Euro Medium Term Notes are not an appropriate investment for investors who are unsophisticated with respect to the applicable interest rate indices, currencies, other indices or formulas, or redemption or other rights or options. Investors should also have sufficient financial resources to bear the risks of an investment in Euro Medium Term Notes. For a more detailed description of the risks associated with any investment in the Notes investors should read the section of the Debt Issuance Programme Prospectus headed “Risk Factors”.
Subject to certain conditions and under normal market conditions, Société Générale shall ensure a secondary market for the Notes with a max bid-offer of 1 %.
The Notes are offered to the public in the Republic of Italy with a subscription period from and including 2 November 2009 to and including 23 November 2009, save in the case of early termination for any reason.
29 October 2009
SGA Société Générale Acceptance N.V.
Issue of up to EUR 30,000,000 Index Linked Notes due 2014 Unconditionally and irrevocably guaranteed by Société Générale under the €125,000,000,000
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 under the heading “Terms and Conditions of the English Law Notes and the Uncertificated Notes” in the Debt Issuance Programme Prospectus dated 28 April 2009 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Debt Issuance Programme Prospectus and any Supplement(s) to such Debt Issuance Programme Prospectus published prior to the Issue Date (as defined below) (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 “Terms and Conditions of the English Law Notes and the Uncertificated Notes”, such change(s) shall have no effect with respect to the Conditions of the Notes to which these Final Terms relate. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Debt Issuance Programme 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 the Debt Issuance Programme 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, U.S. persons. Copies of the Debt Issuance Programme Prospectus, any Supplement(s) and these Final Terms are available for inspection from the head office of the Issuer, the specified offices of the Paying Agents and, in the case of Notes admitted to trading on the regulated market of the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).
1. | (i) Issuer: | SGA Société Générale Acceptance N.V. | |
(ii) Guarantor: | Société Générale | ||
2. | (i) | Series Number: | 23994/09-11 |
(ii) | Tranche Number: | 1 | |
3. Specified Currency or Currencies: Euro (EUR)
4. Aggregate Nominal Amount:
(i) Tranche: Up to EUR 30,000,000
(ii) Series: Up to EUR 30,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s): EUR 1,000
7. Issue Date and Interest Commencement Date:
November 27, 2009
8. Maturity Date: November 27, 2014
9. Interest Basis: Fixed Rate in respect of the first two Interest Periods and Index Linked thereafter
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest Basis or
Redemption/Payment Basis: See paragraphs 15 and 18 below
12. Put/Call Options: Not Applicable
13. Status of the Notes: Unsubordinated
14. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable, in respect of any Interest Period during the
period from and including the Interest Commencement Date up to but excluding November 27, 2011
(i) Rate of Interest: 2.90 per cent. per annum payable annually in arrear
(ii) Interest Payment Dates November 27, 2010 and November 27, 2011
(iii) Business Day Convention: Following Business Day Convention (unadjusted)
(iv) Fixed Coupon Amount: The amount obtained by multiplying the Rate of Interest
by the Specified Denomination and the Day Count Fraction.
(v) Broken Amount: Not Applicable
(vi) Day Count Fraction: Actual/Actual (ICMA)
(vii) Determination Date(s): November 27 in each year.
(viii) Other terms relating to the method of calculating interest
for Fixed Rate Notes: None
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
18. Index Linked Interest Note Provisions Applicable, in respect of any Interest Period during the
period from and including November 27, 2011 up to but excluding the Maturity Date
(i) Index/Formula: In respect of any Interest Period during the period from and including November 27, 2011 up to but excluding the Maturity Date, the Rate of Interest (expressed as a rate per annum) applicable to any Interest Period will be determined by the Calculation Agent in accordance with the following formula:
⎜
1⎟
103%×⎛ Index(j - 15M) − ⎞
⎝ Index(j - 27M) ⎠
Provided that, in respect of any Interest Period, the relevant Rate of Interest will be floored at 0.00 per cent. per annum and capped at 4.50 per cent. per annum.
Where:
"Index" means the Harmonized Consumer Price Index excluding Tobacco for the Eurozone (unrevised, non seasonally adjusted) calculated and published monthly by the Eurostat and published on Bloomberg page CPTFEMU Index; and
"Index(j-15m)" means, in respect of the Interest Payment Date occurring during the relevant year j, the level of the Index fixed exactly 15 calendar months prior to the relevant Interest Payment Date (i.e. the level of the Index referring to the month of August of the year j-1); and
"Index(j-27m)" means, in respect of the Interest Payment Date occurring during the relevant year j, the level of the Index fixed exactly 27 calendar months prior to the relevant Interest Payment Date (i.e. the level of the Index referring to the month of August of the year j-2).
The Interest Amount payable in respect of each Note on the relevant Interest Payment Date will be obtained by multiplying the relevant Rate of Interest by the Specified Denomination and the Day Count Fraction.
(ii) Calculation Agent responsible for calculating Rate of Interest and/or Interest Amount (if not the Fiscal
Agent): Société Générale
Tour Société Générale
17 cours Valmy
92987 Paris-la Défense
(iii) Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible
or impracticable: See Conditions
(iv) Specified Period(s) (see Condition 5(b)(i)(B)) of the Terms and Conditions of the English Law Notes and the Uncertificated Notes and 4(b)(i)(B) of the Terms and Conditions of the French Law Notes
/Interest Payment Date(s): November 27, 2012, November 27, 2013 and
November 27, 2014
(v) Business Day Convention: Following Business Day Convention (unadjusted)
(vi) Additional Business Centre(s) and/or Applicable “Business Day” definition (if different from that in Condition 5(b)(i) of the Terms and Conditions of the English Law Notes and the Uncertificated Notes and 4(b)(i) of the Terms and Conditions of the
French Law Notes): Not Applicable
(vii) Minimum Rate of Interest: 0.00 per cent. per annum
(viii) Maximum Rate of Interest: 4.50 per cent. per annum
(ix) Day Count Fraction: Actual/Actual (ICMA)
(x) Rate Multiplier: Not Applicable
19. Dual Currency Note Provisions Not Applicable
PROVISIONS RELATING TO PHYSICAL DELIVERY
20. Physical Delivery Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
21. Issuer's optional redemption (other than for
taxation reasons): Not Applicable
22. Redemption at the option of the Noteholders: Not Applicable
23. Final Redemption Amount: EUR 1,000 per Note of EUR 1,000 Specified Denomination
24. Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in Condition 7(g) of the Terms and Conditions of the English Law Notes and the Uncertificated Notes and 6(g) of the Terms and Conditions of the French Law Notes):
EUR 1,000 per Note of EUR 1,000 Specified Denomination
25. Credit Linked Notes provisions Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26. Form of Notes:
(i) Form: Temporary global Note exchangeable for a permanent global Note which is exchangeable for Definitive Bearer Notes only upon an Exchange Event
(ii) New Global Note: No
27. “Payment Business Day” election in accordance with Condition 6(g) of the Terms and Conditions of the English Law Notes and the Uncertificated Notes or other special provisions relating to Payment Business
Days: Following Payment Business Day
28. Additional Financial Centre(s) for the purposes of Condition 6(g) of the Terms and Conditions of the English Law Notes and the
Uncertificated Notes: Not Applicable
29. Talons for future Coupons or Receipts to be
attached to Definitive Bearer Notes: Yes (if appropriate)
30. 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 of failure to pay: Not Applicable
31. Details relating to Instalment Notes: Not Applicable
32. Redenomination applicable: Redenomination not applicable
33. Clearing System Delivery Period (Condition 15 of the Terms and Conditions
of the English Law Notes (Notices)): Same Day Delivery
34. Masse (Condition 13 of the Terms and
Conditions of the French Law Notes): Not Applicable
35. Swiss Paying Agent(s): Not Applicable
36. Portfolio Manager: Not Applicable
37. Other final terms: Not Applicable
38. Governing law: The Notes (and, if applicable, the Receipts and the Coupons) and any non-contractual obligations arising out of or in connexion with the Notes are governed by, and shall be construed in accordance with, English law.
DISTRIBUTION
39. (i) If syndicated, names and addresses and underwriting commitments of
Managers: Not Applicable
(ii) Date of Syndication Agreement: Not Applicable
(iii) Stabilising Manager (if any): Not Applicable
40. If non-syndicated, name and address of
relevant Dealer: Société Générale Tour Xxxxxxx Xxxxxxxx 00 xxxxx Xxxxx
00000 Xxxxx-xx Défense
For the avoidance of doubt, the Dealer will not place any Notes to the public in the Republic of Italy.
41. Total commission and concession: There is no commission and/or concession paid by the
Issuer to the Dealer.
Société Générale shall pay to Banca Popolare dell'Xxxxxx Xxxxxxx, acting as Distributor (the Distributor), an up front commission of up to 2.50% of the Aggregate Nominal Amount effectively placed.
Such range is due to potential changes in the market conditions during the Offer Period.
Further information on the above remuneration may be obtained from the Distributor upon written request.
42. Whether TEFRA D or TEFRA C rules
applicable or TEFRA rules not applicable: TEFRA D
43. Additional selling restrictions: The Notes may be offered only in accordance to the
applicable laws and regulations in the Republic of Italy, including the Legislative Decree of 24 February 1998, no. 58, as subsequently amended (the Financial Services Act), its implementing CONSOB Regulation of 14 May 1999, no. 11971, as subsequently amended (in particular, articles 6, 9 and 11), as well as Articles 14, 17 and 18 of the Prospectus Directive.
44. Additional U.S. Tax Disclosure Not Applicable
PURPOSE OF FINAL TERMS
These Final Terms comprise the Final Terms required for the issue, the public offer in the Republic of Italy and admission to trading on the Italian electronic bond market (Mercato telematico delle obbligazioni – MOT) organised and managed by Borsa Italiana S.p.A., of the Notes described herein by SGA Société Générale Acceptance N.V. pursuant to its €125,000,000,000 Euro Medium Term Note Programme for which purpose they are hereby submitted.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms prepared in relation to Series 23994/09-11, Tranche 1.
Signed on behalf of the Issuer:
By: Xxxxxxxx Xxxxx
Duly authorised
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing: Application shall be made for the Notes to be listed on the Italian Stock Exchange (Borsa Italiana S.p.A.) within 60 calendar days after the Issue Date.
(ii) Admission to trading: Application shall be made for the Notes to be admitted to trading on the Italian electronic bond market (Mercato telematico delle obbligazioni – MOT) organised and managed by Borsa Italiana S.p.A. within 60 calendar days after the Issue Date.
2. RATINGS
Ratings: The Notes to be issued have not been rated
3. NOTIFICATION AND AUTHORISATION
The Commission de Surveillance du Secteur Financier has provided the Commissione Nazionale per le Società e la Borsa (Consob) with a certificate of approval attesting that the Debt Issuance Programme Prospectus dated 28 April 2009, has been drawn up in accordance with the Prospectus Directive.
The Issuer and the Guarantor have authorised the use of these Final Terms and the Debt Issuance Programme Prospectus dated 28 April 2009 by Banca Popolare dell'Xxxxxx Xxxxxxx, the registered office of which is in Xxx Xxx Xxxxx 0/00, Xxxxxx, the Republic of Italy, or any successor or any additional financial intermediary (the Distributor, together with the Dealer, the Financial Intermediaries) in connection with the offer of the Notes to the public in the the Republic of Italy during the period from and including 2 November 2009 to and including 23 November 2009.
The Notes will be placed into the Republic of Italy without any underwriting commitment by the Distributor.
Société Générale is the placement coordinator (responsabile del collocamento) in relation to the public offer in the Republic of Italy (the Placement Coordinator) pursuant to Article 93-bis of the Financial Services Act, as amended, since it has organised the placing activities by appointing the Distributor. For the avoidance of doubt, the Placement Coordinator will not act as distributor and will not offer the Notes in the Republic of the Republic of Italy.
See further Paragraph 12 of Part B below.
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for the fees payable to the Dealer, if any, and to the Distributor, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer: See “Use of Proceeds” wording in Debt Issuance Programme Prospectus
(ii) Estimated net proceeds: Up to EUR 30,000,000
For the avoidance of doubt, the estimated net proceeds
reflect the proceeds to be received by the Issuer on the Issue Date. They are not a reflection of the fees payable to the Distributor.
(iii) Estimated total expenses: Not Applicable
6. YIELD (Fixed Rate Notes only)
Indication of yield: Not Applicable
7. HISTORIC INTEREST RATES (Floating Rate Notes only) Not Applicable
8. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index Linked Notes only)
Under the Notes, the Noteholders are entitled to receive defined fixed coupons only on the first and second interest payment date and thereafter indexed coupons linked to the performance of the Index.
At maturity, the Noteholders are entitled to receive 100% of the amount initially invested. The principal of the Notes is only guaranteed at maturity.
9. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)
Not Applicable
10. OPERATIONAL INFORMATION
(i) ISIN Code: XS0459501150
(ii) Common Code: 45950115
(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or Euroclear France and the relevant identification
number(s): Not Applicable
(iv) Delivery: Delivery against payment
(v) Names and addresses of Additional
Paying Agent(s) (if any): Not Applicable
(vi) Intended to be held in a manner which
would allow Eurosystem eligibility: No
11. Address and contact details of Société Générale for all administrative communications relating
to the Notes: Société Générale
Tour Société Générale OPER/FIC/EXO
17, cours Valmy
00000 Xxxxx-xx Défense
Telephone: 33.(0)1 42.13.92.41
Facsimile: 33.(0)1 42.13.76.33
Attention: Xxxxx Xxxxx
12. PUBLIC OFFERS
This paragraph applies only in respect of any offer of Notes made in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), where such offer is not made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
- Offer Period: From and including 2 November 2009 to and including 23 November in the Republic of Italy, provided that, the Issuer reserves the right to close the Offer Period prior to its stated expiry for any reason.
- Offer Price: The Notes will be offered at the Issue Price (of which up to 2.50% of the aggregate nominal amount is represented by commissions paid to the Distributor), increased by fees, if any, as mentioned below.
- Conditions to which the offer is subject: The offer of the Notes is conditional on their issue and on
any additional conditions set out in the standard terms of business of the Financial Intermediaries, notified to investors by the relevant Financial Intermediary.
The Issuer reserves the right to withdraw the offer and cancel the issuance of the Notes for any reason at any time on or prior to the Issue Date. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such right, no potential investor shall be entitled to subscribe or otherwise acquire the Notes.
- Description of the application process: Any application for subscription of the Notes shall be
made in the Republic of Italy during the Offer Period through the Distributor:
Banca Popolare dell'Xxxxxx Xxxxxxx Xxx Xxx Xxxxx 0/00, Xxxxxx,
The Republic of Italy
The applications can be made in accordance with the Distributor’s usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Placement Coordinator in relation to the subscription for the Notes.
- Details of the minimum and/or maximum amount of application:
The minimum amount of application per investor will be EUR 1,000 in nominal amount of the Notes. The maximum amount of application of Notes will be subject only to availability at the time of the application.
There are no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensure equal
treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be allocated up to the maximum amount of the offer.
If during the Offer Period application requests from prospective investors exceed the intended amount of the offer being equal to 30,000 Notes, the Issuer will close the Offer Period and will immediately cease to accept further requests.
- Description of possibility to reduce subscriptions and manner for refunding excess
amount paid by applicants: Not Applicable
- Details of the method and time limits for paying up and delivering the Notes:
The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription proceeds. Investors will be notified by the Distributor of their allocations of Notes and the settlement arrangements in respect thereof.
The settlement and the delivery of the Notes will be executed through the Dealer referred to in paragraph 40 of Part A above for technical reasons only. However, the Issuer and the Guarantor remain liable for the information contained in these Final Terms together with the Debt Issuance Programme Prospectus.
- Manner and date in which results of the offer are to be made public:
Publication on the website of the Issuer on xxxx://xxxxxxxxxx.xxxxxx.xxx at the end of the subscription period.
- Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not
exercised: Not Applicable
- Categories of potential investors to which the Notes are offered:
Offers may be made by the Issuer through the Distributor in the Republic of Italy to any person. In other EEA countries, offers (if any) will only be made by the Financial Intermediaries pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.
Any investor not located in the Republic of Italy should contact its financial advisor for more information, and may only purchase the Notes from its financial advisor, bank or financial intermediary.
- Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Notification made by Société Générale (see paragraph 12 of Part B above).
No dealings in the Notes may take place prior to the Issue Date.
- Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
Taxes charged in connection with the subscription, transfer, purchase or holding of the Notes must be paid by the Noteholders and neither the Issuer nor the Guarantor shall
have any obligation in relation thereto; in such respect, Noteholders shall consult professional tax advisers to determine the tax regime applicable to their own situation. Noteholders should also consult the Taxation section in the Debt Issuance Programme Prospectus.
Subscription fees or purchase fees: None
Post-issuance information: The Issuer does not intend to provide any post-issuance information in relation to any
assets underlying issues of Notes constituting derivative securities.
SCHEDULE FOR EQUITY LINKED NOTES: Not Applicable
Additional Information
1) Location where the Prospectus, any Supplements thereto and the Final Terms can be collected or inspected free of charge in The Republic of Italy:
The Final Terms and the Debt Issuance Programme Prospectus and any supplements thereto are available in electronic form on the website of the Issuer on xxxx://xxxxxxxxxx.xxxxxx.xxx and on the website of the Distributor xxxx://xxx.xxxx.xx/.
2) Only for the listing purposes on the Italian electronic bond market (Mercato telematico delle obbligazioni – MOT) organised and managed by Borsa Italiana S.p.A., all transactions of these Notes negotiated on the market of the MOT in the accounts opened directly or indirectly by the market members in Monte Titoli S.p.A., will be settled in Monte Titoli S.p.A.
DEBT ISSUANCE PROGRAMME PROSPECTUS
Dated 28 April 2009
SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)
SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V.
as Issuer
(incorporated in The Netherlands Antilles)
and
SG OPTION EUROPE
as Issuer
(incorporated in France)
€125,000,000,000
Euro Medium Term Note Programme
Under this €125,000,000,000 Euro Medium Term Note Programme (the Programme), each of Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe (each an Issuer and together the Issuers) may from time to time issue Notes (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant Issuer) and the relevant Purchaser(s) (as defined below). On 2 May 2008 Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe issued a Debt Issuance Programme Prospectus describing the Programme. This Debt Issuance Programme Prospectus supersedes and replaces that prospectus, the supplements thereto and all previous offering circulars and supplements thereto. Any Notes issued under the Programme on or after the date of this Debt Issuance Programme Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in issue.
Payments in respect of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe will be unconditionally and irrevocably guaranteed by Société Générale (in such capacity, the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity. The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed €125,000,000,000 (or its equivalent in other currencies calculated as described herein) or such greater amount as is agreed between the parties to the amended and restated programme agreement dated 28 April 2009 (the Programme Agreement, which expression includes the same as it may be updated or supplemented from time to time).
The Notes will be issued to one or more of the Dealers specified in the “General Description of the Programme” and any additional dealer appointed under the Programme from time to time (each a Dealer and together the Dealers) on a continuing basis. Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to as Purchasers. The terms and conditions of the English Law Notes and the Uncertificated Notes are set out herein in the section headed “Terms and Conditions of the English Law Notes and the Uncertificated Notes” and the terms and conditions of the French Law Notes are set out herein in the section headed “Terms and Conditions of the French Law Notes”.
English Law Notes (as defined below), which term shall include, except as the context otherwise requires, SIS Notes (as defined below) may be issued in bearer form (Bearer Notes) or registered certificated form (Registered Notes). French Law Notes (as defined below) may be issued in dematerialised form or materialised form. Uncertificated Notes (as defined below) will be issued in uncertificated and dematerialised book-entry form, in each case, as more fully set out in “Form of the Notes” herein.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market (regulated by Directive 2004/39/EC) and to be listed on the Official List of the Luxembourg Stock Exchange.
Application has also been made to the SIX Swiss Exchange to approve this document as "programme documentation" for the listing of derivatives in accordance with the listing rules of the SIX Swiss Exchange. In respect of Notes to be listed on the SIX Swiss Exchange, this Debt Issuance Programme Prospectus and the relevant Final Terms will constitute the listing prospectus pursuant to the listing rules of the SIX Swiss Exchange.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined in the Terms and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in the case of Private Placement Notes (as defined below)) will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Each Issuer may agree with any Purchaser that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes as set out herein, in which case a Debt Issuance Programme Prospectus Supplement, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
ARRANGER
Société Générale Corporate & Investment Banking
DEALERS
Société Générale Corporate & Investment Banking Société Générale Bank & Trust
This Debt Issuance Programme Prospectus comprises a separate base prospectus in respect of each of Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
This Debt Issuance Programme Prospectus does not constitute a “prospectus” for the purposes of the Prospectus Directive in respect of any Notes (i) involving an offer to the public outside the EEA or of a type listed in Article 3.2 of the Prospectus Directive and (ii) which are not admitted to trading on a regulated market under Article 3.3 of the Prospectus Directive (any such Notes, Private Placement Notes).
CERTAIN ISSUES OF NOTES MAY NOT BE SUITABLE INVESTMENTS FOR ALL INVESTORS. NO INVESTOR SHOULD PURCHASE A NOTE UNLESS SUCH INVESTOR UNDERSTANDS, AND IS ABLE TO BEAR THE YIELD, MARKET LIQUIDITY, STRUCTURE, REDEMPTION AND OTHER RISKS ASSOCIATED WITH THE NOTE. FOR FURTHER DETAILS, SEE “RISK FACTORS” HEREIN.
Each Issuer and the Guarantor (the Responsible Persons) accepts responsibility for the information contained in this Debt Issuance Programme Prospectus. To the best of the knowledge and belief of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Debt Issuance Programme Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Debt Issuance Programme Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Purchaser or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be.
Copies of Final Terms will be available free of charge from the head office of each of Société Générale, SGA Société Générale Acceptance N.V. and SG Option Europe and the specified office of each of the Paying Agents (as defined below), in each case at the address given at the end of this Debt Issuance Programme Prospectus (provided that Final Terms relating to Private Placement Notes will only be available for inspection by a holder of such Notes upon production of evidence satisfactory to the relevant Issuer or Paying Agent as to its holding of such Notes and identity).
This Debt Issuance Programme Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Debt Issuance Programme Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Debt Issuance Programme Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated by reference in this Debt Issuance Programme Prospectus or any other information provided by any of the Issuers or the Guarantor. The Dealers do not accept any liability in relation to the information contained or incorporated by reference in this Debt Issuance Programme Prospectus or any other information provided by any of the Issuers or the Guarantor in connection with the Programme or the Notes.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Debt Issuance Programme Prospectus only if the Issuer is acting in association with that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with the Issuer. If the Offeror is not acting in association with the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Debt Issuance Programme Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who
that person is. If the Investor is in any doubt about whether it can rely on the Debt Issuance Programme Prospectus and/or who is responsible for its contents it should take legal advice.
Subject as provided in the applicable Final Terms, the only person(s) authorised to use this Debt Issuance Programme Prospectus in connection with an offer of Notes is/are the person(s) named in the applicable Final Terms as the relevant Dealer, the Managers or the Financial Intermediaries, as the case may be.
No person is or has been authorised by any of the Issuers or the Guarantor to give any information or to make any representation not contained in or not consistent with this Debt Issuance Programme Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any of the Issuers, the Guarantor or any of the Dealers.
Neither this Debt Issuance Programme Prospectus nor any other information supplied in connection with the Programme or the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation or a statement of opinion (or a report on either of those things) by any of the Issuers, the Guarantor or any of the Dealers that any recipient of this Debt Issuance Programme Prospectus or any other information supplied in connection with the Programme or the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and, if appropriate, the Guarantor. Neither this Debt Issuance Programme Prospectus nor any other information supplied in connection with the Programme or the Notes constitutes an offer or invitation by or on behalf of any of the Issuers, the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Debt Issuance Programme Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning any of the Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme or the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of any of the Issuers or the Guarantor during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.
This Debt Issuance Programme Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Debt Issuance Programme Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Each Issuer, the Guarantor and the Dealers do not represent that this Debt Issuance Programme Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by any Issuer, the Guarantor or the Dealers which is intended to permit a public offering of any Notes outside the European Economic Area or distribution of this Debt Issuance Programme Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Debt Issuance Programme Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Debt Issuance Programme Prospectus or any Note comes must inform themselves about, and observe, any such restrictions on the distribution of this Debt Issuance Programme Prospectus and the offering and sale of Notes (see the section headed “Subscription, Sale and Transfer Restrictions”).
The Notes and any guarantee thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) or under any state securities laws and none of the Issuers nor the Guarantor have registered or will register as an investment company under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act). Accordingly, the Notes may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act in a transaction that will not cause the Issuer or the Guarantor, as the case may be, to become required to register under the Investment Company Act. The Non-US Registered Notes (as defined below) may not at any time be offered, sold, resold, traded, pledged, redeemed, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. person, and may not be legally or beneficially owned at any time by any U.S. person (as defined in Regulation S, a U.S. Person) and accordingly are being offered and sold outside the United States to persons that are not U.S. persons in reliance on Regulation S. By its purchase of a Note (other than a Non-US Registered Note), each purchaser will be deemed to have agreed that it may not resell or otherwise transfer the Note held by it except
(a) to the Issuer or any affiliate thereof, (b) inside the United States to a person that is qualified purchaser within the meaning of Section 2(a)(51) of the Investment Company Act and the rules thereunder (a QP) reasonably believed by the Seller to be a qualified institutional buyer, as defined under Rule 144A under the Securities Act (a QIB), purchasing for its own account or for the account of a QIB that is also a QP in a transaction meeting the requirements of Rule 144A, (c) outside the United States in compliance with Rule 903 or Rule 904 under the Securities Act, or (d) pursuant to an effective registration statement under the Securities Act, in each case in accordance with all applicable U.S. State Securities laws. By its purchase of a Non-US Registered Note, each purchaser will be deemed to have agreed that it may not resell or otherwise transfer any Non-US Registered Note held by it except outside the United States in an offshore transaction to a person that is not a U.S. person.
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 (the Code) and the U.S. Treasury regulations promulgated thereunder.
This Debt Issuance Programme Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Debt Issuance Programme Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub- paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
U.S. INFORMATION
This Debt Issuance Programme Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs that are also QPs for informational use solely in connection with the consideration of the purchase of the Notes being offered hereby. Its use for any other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Registered Notes (other than Non-US Registered Notes) may be offered or sold within the United States only to QIBs that are also QPs in transactions exempt from the registration requirements of the Securities
Act and that will not require any Issuer or the Guarantor to register under the Investment Company Act. Each
U.S. purchaser of Registered Notes (other than Non-US Registered Notes) is hereby notified that the offer and sale of any Registered Notes (other than Non-US Registered Notes) to it may be being made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A; provided that Non- US Registered Notes may not be offered, sold, resold, traded, pledged, redeemed, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, a U.S. person, and any offer, sale, resale, trade, pledge, redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. person will not be recognised.
Each purchaser or holder of Notes represented by a Rule 144A Global Note or a Combined Global Note (each as defined below) or any Notes issued in registered form in exchange or substitution therefor (together Legended Notes) and each purchaser or holder of Non-US Registered Notes will be deemed, by its acceptance or purchase of any such Legended Notes or Non-US Registered Notes to have made certain representations and agreements intended to restrict the resale or other transfer of such Notes as set out in “Subscription and Sale”. Unless otherwise stated, terms used in this paragraph have the meanings given to them in “Form of the Notes”.
The Notes and the Guarantee have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC), any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing Authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Debt Issuance Programme Prospectus. Any representation to the contrary is a criminal offence in the United States.
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES AND THE UNCERTIFICATED NOTES
The following, together with the Technical Annex (if applicable), are the Terms and Conditions of the Notes to be issued under English law, including SIS Notes (as defined in Condition 1) and will be incorporated by reference into each global Note and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Purchaser(s) at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed upon or attached thereto such Terms and Conditions. The following Terms and Conditions, together with the Technical Annex (if applicable), will, if the context so permits, apply to Uncertificated Notes. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes (including, for the avoidance of doubt, Uncertificated Notes). The applicable Final Terms (or the relevant provisions thereof) will be endorsed on, attached to or incorporated by reference in, each temporary global Note, permanent global Note and definitive Note and shall be deemed to apply to Uncertificated Notes. Reference should be made to the section headed “Form of the Notes” above for a description of the content of Final Terms which will specify which of such terms is to apply in relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued with the benefit of the Agency Agreement (defined below). References herein to the Issuer shall be references to the party specified as such in the applicable Final Terms (as defined below) and, in the case of any substitution of the Issuer in accordance with Condition 14, the Substituted Debtor as defined in Condition 14. References herein to the Notes shall be references to the Notes of this Series and shall mean:
(i) in relation to any Note(s) represented by a global Note, units of each Specified Denomination in the Specified Currency of issue;
(ii) definitive Notes in bearer form (Definitive Bearer Notes) issued in exchange for a global Note;
(iii) any global Note in bearer or registered form (Bearer Global Note(s) and Registered Global Note(s), respectively, and each a global Note);
(iv) any Uncertificated Note(s) (as defined below); and
(v) any definitive Notes in registered form (Definitive Registered Notes) (whether or not issued in exchange for a Registered Global Note).
The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an amended and restated agency agreement dated 28 April 2009 (the Agency Agreement, which expression includes the same as it may be modified and/or supplemented and/or restated from time to time) and made between, inter alios, the Issuer, the Guarantor (as defined below), Société Générale Bank & Trust as fiscal agent and, if so specified in the applicable Final Terms, as calculation agent (the Fiscal Agent and the Calculation Agent respectively, which expressions shall include, in each case, any additional or successor agent or any other calculation agent appointed from time to time and specified in the applicable Final Terms), Société Générale Bank & Trust as registrar, transfer agent and exchange agent (the Registrar, the Transfer Agent and the Exchange Agent, respectively, which expressions shall include, in each case, any additional or successor registrar or any other transfer agent or exchange agent appointed from time to time)) and the other paying agents named therein (such paying agents, together with the Fiscal Agent and the Registrar, the Paying Agents, which expression shall include any additional or successor paying agents appointed from time to time). The Paying
Agents, the Transfer Agent, the Exchange Agent and the Calculation Agent shall be referred to collectively hereunder as the Agents.
In connection with Uncertificated Notes, unless the context otherwise requires and except insofar as the terms defined in the Agency Agreement are incorporated by reference herein, any reference herein to the Agency Agreement will be construed, mutatis mutandis, as a reference to the agency agreement(s) entered into with respect to such Uncertificated Notes (and references herein to the Fiscal Agent, the Paying Agent(s) or the Calculation Agent shall be construed accordingly).
Any issue of SIS Notes (as defined below) will have the benefit of a Swiss paying agency agreement (the Swiss Paying Agency Agreement, which expression shall be construed as a reference to any such agreement as the same may be amended, supplemented or restated from time to time) between the Issuer, the Guarantor, the Paying Agents (except the Registrar), the principal Swiss paying agent and the other Swiss paying agents (if any) (the Principal Swiss Paying Agent and the Swiss Paying Agents, respectively). The form of the Swiss Paying Agency Agreement is scheduled to the Agency Agreement.
Interest bearing Definitive Bearer Notes (unless otherwise indicated in the applicable Final Terms) have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to “Coupons” or “coupons” shall, unless the context otherwise requires, be deemed to include a reference to “Talons” or “talons”. Definitive Bearer Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue.
Any reference herein to Noteholders or holders in relation to any Notes shall mean, in the case of Bearer Notes, the holders of the Notes and, in the case of Registered Notes, the persons in whose name the Notes are registered, and shall, in relation to any Notes represented by a global Note, and, in relation to Uncertificated Notes, be construed, in each case, as provided below. Any reference herein to Receiptholders shall mean the holders of the Receipts, and any reference herein to Couponholders shall mean the holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons.
The Issuer may issue Notes in uncertificated and dematerialised book-entry form (Uncertificated Notes). The holder of an Uncertificated Note will be the persons appearing in the relevant registers in accordance with the legislation, rules and regulations applicable to, and/or issued by, the relevant securities depositary and clearing institution and the term “Noteholder” shall be construed accordingly. Uncertificated Notes will only be transferable in accordance with such legislation, rules and regulations.
Any references in these Terms and Conditions to “Coupons”, “Talons” or “Receipts” shall not apply to Uncertificated Notes or to Registered Notes.
Any reference herein to “Euroclear” and/or “Clearstream, Luxembourg” (each term as defined below) shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms (including, without limitation, Euroclear France and the Intermédiaires financiers habilités authorised to maintain accounts therein (together Euroclear France), in relation to SIS Notes, SIX SIS Ltd, the Swiss securities services corporation or any other clearing institution acceptable to the SIX Swiss Exchange and, in relation to Uncertificated Notes, the relevant securities depositary and clearing institution, including, without limitation, SIX SIS Ltd, the Swedish Central Securities Depository & Clearing Organisation, Euroclear Sweden AB (Euroclear Sweden), Euroclear Finland Ltd (Euroclear Finland) and, in relation to Registered Notes represented by a Rule 144A Global Note or Registered Notes represented by a Regulation S Global Note, the Depository Trust Company (DTC)), approved by the Issuer, the Guarantor (if applicable), the Fiscal Agent, the Registrar (in the case of Registered Notes only) and, in the case of Notes listed on the Luxembourg Stock Exchange, the Luxembourg Stock Exchange.
Any references in these Terms and Conditions to Swedish Uncertificated Notes shall be references to Uncertificated Notes settled through Euroclear Sweden and any references to Finnish Uncertificated Notes shall be references to Uncertificated Notes settled through Euroclear Finland.
The final terms for this Note (or other relevant provisions thereof) are set out in Part A of the Final Terms that are endorsed on, attached to, incorporated by reference in or, in the case of Uncertificated Notes, prepared in connection with, this Note and which supplement these terms and conditions (the Terms and Conditions or the Conditions). If this is an Uncertificated Note, the applicable Final Terms shall be deemed to apply to this Note. The applicable Final Terms (or other relevant provisions thereof) supplement these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note (including, for the avoidance of doubt, any Uncertificated Note). References herein to the applicable Final Terms are to Part A of the Final Terms (or other relevant provisions thereof) and, if applicable, any schedules to the Final Terms, which Final Terms are endorsed on, attached to, incorporated by reference in, or, in the case of Uncertificated Notes, prepared in connection with and deemed applicable to, this Note.
As used herein, Tranche means Notes which are identical in all respects and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
Copies of the Agency Agreement, the Swiss Paying Agency Agreement (where applicable), the Guarantee, a deed poll dated 28 April 2009 and made by the Issuer and the Guarantor (the Deed Poll) and the Deed of Covenant (defined below) are available for inspection during normal business hours from the head office of each of the relevant Issuer and, if applicable, the Guarantor and from the specified office of each of the Paying Agents. Copies of the applicable Final Terms are available for viewing at xxx.xxxxxx.xx and copies may be obtained from the head office of the relevant Issuer, the Guarantor and the specified offices of each of the Paying Agents save that, if this Note is a Private Placement Note (as defined below), the applicable Final Terms will only be obtainable by a Noteholder holding one or more such Notes and such Noteholder must produce evidence satisfactory to the relevant Issuer, the Guarantor or, as the case may be, the relevant Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Swiss Paying Agency Agreement (where applicable), the Portfolio Management Deed (where applicable), the Guarantee (where applicable), the Deed Poll (where applicable), the Deed of Covenant and the applicable Final Terms. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Agency Agreement and, if applicable, the Swiss Paying Agency Agreement. In this paragraph, Private Placement Note means any Note that is not (i) offered to the public in the EEA for the purposes of article 3.1 of Directive 2003/71/EC (the Prospectus Directive) (except as specified under article 3.2 of the Prospectus Directive) or (ii) admitted to trading in the EEA for the purposes of article 3.3 of the Prospectus Directive.
Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of any inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.
In relation to Notes held on behalf of Euroclear and/or Clearstream, Luxembourg, the Noteholders, the Receiptholders and the Couponholders are entitled to the benefit of the deed of covenant (the Deed of Covenant) dated 28 April 2009 and made by the Issuer. The original of the Deed of Covenant is held by the common depositary for Euroclear and Clearstream, Luxembourg.
In these Terms and Conditions, the Guarantor shall mean Société Générale in its capacity as guarantor pursuant to the Guarantee (as defined in Condition 3(d)) in respect of any Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe. Accordingly, references herein to the Guarantor are applicable only in the context of such Notes.
1. Form, Denomination and Title
The Notes, except for Uncertificated Notes and Notes in registered form (Registered Notes), are in bearer form (Bearer Notes), and, in the case of Definitive Bearer Notes, serially numbered, in the Specified Currency and the Specified Denomination(s) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.
Uncertificated Notes are in uncertificated and dematerialised book-entry form. No global or definitive Notes will be issued in respect of Uncertificated Notes and these Terms and Conditions shall be construed accordingly. Uncertificated Notes will be transferable only in accordance with the legislation, rules and regulations applicable to, and/or issued by, the relevant central securities depositary and clearing institution; provided that Uncertificated Notes, or any interest therein, may not at any time be transferred to a transferee in the United States or a U.S. person. Title to Uncertificated Notes will pass by registration in the register that the Issuer will procure to be kept by a central securities depositary and clearing institution on behalf of the Issuer. Where a nominee is so evidenced it shall be treated as the holder of the relevant Uncertificated Notes.
A "SIS Note" is a Note in bearer or uncertificated form which is, or is intended to be deposited with and cleared through SIX SIS Ltd. SIS Notes in bearer form are represented by a permanent global note without interest coupons. SIS Notes may be denominated in Swiss Francs or other currencies approved by SIS. SIS Notes denominated in Swiss Francs in bearer form benefit from a limited exception to the certification in bearer form requirement of the TEFRA D Rules, if such SIS Notes fulfil the relevant requirements set out below. SIS Notes in bearer form denominated in Swiss Francs in bearer form which fulfil these requirements are hereinafter referred to as "CHF SIS Notes". SIS Notes in bearer form denominated in a currency approved by SIS other the Swiss Francs are hereinafter referred to as "Other SIS Notes". The applicable Final Terms will indicate whether SIS Notes are CHF SIS Notes (which are subject to the TEFRA D Rules with the respective limited exception to the certification requirements) or Other SIS Notes (for which the TEFRA D Rules are not available). SIS Notes may also be uncertificated (Uncertificated SIS Notes) which are Uncertificated Notes as defined above.
The following criteria must be fulfilled in order for the limited exception to the certification requirement of the TEFRA D Rules to apply:
(a) interest on, and the principal of, the CHF SIS Notes are denominated only in Swiss Francs;
(b) interest on, and the principal of, the CHF SIS Notes are payable only in Switzerland;
(c) the CHF SIS Notes are offered and sold in accordance with Swiss customary practice and documentation;
(d) the relevant Dealers agree to use reasonable efforts to sell the CHF SIS Notes within Switzerland;
(e) the CHF SIS Notes are not listed, or subject to an application for listing, on an exchange located outside Switzerland;
(f) the issuance of the CHF SIS Notes is subject to guidelines or restrictions imposed by Swiss governmental, banking or securities authorities; and
(g) more than 80 per cent. by value of the CHF SIS Notes included in the offering of which they are part are offered and sold to non-Dealers by Dealers maintaining an office located in Switzerland.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Note (being either or both an Index Linked Interest Note or an Index Linked Redemption Note), a Fixed/Floating Rate Note, a Physical Delivery Note, a Dual Currency Note or a Partly Paid Note or a combination of any of the foregoing, depending upon the Interest/Payment/Redemption Basis shown in the applicable Final Terms, or such other type of Note as indicated in the applicable Final Terms. Notes issued by Société Générale are also either Subordinated Notes or Unsubordinated Notes as indicated in the applicable Final Terms. All Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe will be described as “Unsubordinated” in the Final Terms applicable to such Notes.
Any reference herein to Physical Delivery Notes shall mean any Series of Notes specified as such in the applicable Final Terms, which Notes are linked to the Underlying Asset(s) described in the applicable Final Terms.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.
In the case of SIS Notes in bearer or uncertificated form, no printing of definitive Notes, Receipts or Coupons will occur (except as provided herein with respect to SIS Notes in bearer form only). Holders of SIS Notes, therefore, do not have the right to request the printing and delivery of individual definitive Notes, Receipts or Coupons. If the relevant lead manager (in the case of any SIS Notes in bearer form which are listed on the SIX Swiss Exchange) or the Principal Swiss Paying Agent (in the case SIS Notes in bearer form not listed as aforesaid) deems the printing of definitive Notes, Receipts or Coupons to be necessary or useful, or if the presentation of definitive Notes, Receipts or Coupons is required by Swiss or foreign laws in connection with enforcement of rights (including in cases of bankruptcy, consolidation or reorganisation of the Issuer), the relevant lead manager (in the case of any SIS Notes in bearer form which are listed on the SIX Swiss Exchange) or otherwise the Principal Swiss Paying Agent will undertake to provide for the printing of such definitive Notes, Receipts and Coupons at the expense of the Issuer and without cost to the relevant Noteholders. The Issuer irrevocably authorises the relevant lead manager (in the case of any SIS Notes in bearer form which are listed on the SIX Swiss Exchange) or otherwise the Principal Swiss Paying Agent to provide for such printing on its behalf. In the case of SIS Notes in bearer form, until such time as definitive Notes, Receipts and Coupons have been issued (if any), the expressions “Notes”, “Receipts” and “Coupons” shall mean and include co- ownership under the permanent global Note and the expressions “Noteholder”, “Receiptholder” and “Couponholder” shall mean and include any person entitled to co-ownership and further benefit under the permanent global Note.
Subject as set out below, title to Bearer Notes, Receipts and Coupons will pass by delivery. Subject as set out below, the Issuer, the Guarantor and any Paying Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Bearer Notes (other than SIS Notes) or the Registered Notes is represented by a global Note held on behalf of, or in the case of Registered Notes, by a common depositary on behalf of, Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular nominal amount
of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor and any Paying Agent as the holder of such nominal amount of the Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant global Note or, as applicable, the registered holder of the relevant Registered Global Note shall be treated by the Issuer, the Guarantor and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly).
For so long as The Depository Trust Company (DTC) or its nominee is the registered owner or holder of a Rule 144A Global Note or a Regulation S Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Rule 144A Global Note or Regulation S Global Note for all purposes under the Agency Agreement and the Notes except to the extent that in accordance with DTC's published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through participants (and the expressions “Noteholder” and “holder of Notes” and related expressions shall be construed accordingly).
Notes which are represented by a global Note held on behalf of Euroclear, Clearstream, Luxembourg or DTC will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg or DTC, as the case may be. In the case of SIS Notes other than Uncertificated SIS Notes, each Noteholder retains co-ownership in the permanent global Note to the extent of his claim against the Issuer. In the case of Uncertificated SIS Notes, the persons appearing in the relevant registers are the holders of such Notes. References to DTC, Euroclear and/or Clearstream, Luxembourg and/or SIX SIS Ltd shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.
2. Transfers of Registered Notes
(a) Transfers of interests in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be exchangeable for Definitive Registered Notes or for a beneficial interest in another Registered Global Note only in the Specified Denominations set out in the applicable Final Terms and only in accordance with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement. Transfers of a Registered Global Note registered in the name of a nominee for DTC shall be limited to transfers of such Registered Global Note, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee.
(b) Transfers of Definitive Registered Notes
Subject as provided in paragraphs (e), (f) and (g) below, upon the terms and subject to the conditions set forth in the Agency Agreement, a Definitive Registered Note may be transferred in whole or in part (in the Specified Denominations set out in the applicable Final Terms). In order to effect any such transfer (i) the holder or holders must (A) surrender the Definitive Registered Note for registration of the transfer of the Definitive Registered Note (or the relevant part of the Definitive Registered Note) at the specified office of the Registrar or any Transfer Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing and (B) complete and deposit such other
certifications as may be required by the Registrar or, as the case may be, the relevant Transfer Agent and (ii) the Registrar or, as the case may be, the relevant Transfer Agent must, after due and careful enquiry, be satisfied with the documents of title and the identity of the person making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and the Registrar may from time to time prescribe (the initial regulations being set out in Schedule 11 to the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the relevant Transfer Agent will, within three business days (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar or, as the case may be, the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or procure the authentication and delivery of, at its specified office to the transferee or (at the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new Definitive Registered Note of a like aggregate nominal amount to the Definitive Registered Note (or the relevant part of the Definitive Registered Note) transferred. In the case of the transfer of part only of a Definitive Registered Note, a new Definitive Registered Note in respect of the balance of the Definitive Registered Note not transferred will be so authenticated and delivered or (at the risk of the transferor) sent to the transferor.
(c) Registration of transfer upon partial redemption
In the event of a partial redemption of Notes under Condition 7, the Issuer shall not be required to register the transfer of any Registered Note, or part of a Registered Note, called for partial redemption.
(d) Costs of registration
Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.
(e) Transfers of interests in Regulation S Global Notes and in Non-US Registered Global Notes
Transfers by the holder of, or of a beneficial interest in, a Regulation S Global Note to a transferee in the United States or who is a U.S. person will only be made upon receipt by the Registrar of a written certification substantially in the form set out in the Agency Agreement, amended as appropriate (a Transfer Certificate), copies of which are available from the specified office of the Registrar or any Transfer Agent, from the transferor of the Note or beneficial interest therein to the effect that such transfer is being made to a person that is a QP whom the transferor reasonably believes is also a QIB in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any State of the United States or any other jurisdiction.
Such transferee may take delivery through a Legended Note in global or definitive form.
Transfers of a Non-US Registered Global Note or a beneficial interest therein may not at any time be made to a transferee in the United States or to, or for the account or benefit of, a U.S. person and any offer, sale, resale, trade, pledge, redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. Person will not be recognised.
(f) Transfers of interests in Legended Notes
Transfers of Legended Notes or beneficial interests therein may be made:
(i) to a transferee who takes delivery of such interest through a Regulation S Global Note, upon receipt by the Registrar of a duly completed Transfer Certificate from the transferor to the
effect that such transfer is being made in accordance with Regulation S and that in the case of a Regulation S Global Note registered in the name of a nominee for DTC, the interests in the Notes being transferred will be held immediately thereafter through Euroclear and/or Clearstream, Luxembourg; or
(ii) to a transferee who takes delivery of such interest through a Legended Note where the transferee is a person that is a QP whom the transferor reasonably believes is also a QIB in a transaction meeting the requirements of Rule 144A, without certification; or
(iii) to a transferee who takes delivery of such interest through Notes represented by a Combined Global Note, from a holder of Notes represented by that Combined Global Note:
(A) prior to the expiry of the Distribution Compliance Period only, upon receipt by the Registrar of a duly completed Transfer Certificate from the transferor to the effect that such transfer is being made either (x) to a person that is a QP whom the transferor reasonably believes is also a QIB in a transaction meeting the requirements of Rule 144A or (y) to a non-U.S. person in an offshore transaction pursuant to Regulation S; and
(B) after the expiry of the Distribution Compliance Period, either (x) to a person that is a QP whom the transferor reasonably believes is also a QIB in a transaction meeting the requirements of Rule 144A or (y) to a non-U.S. person in an offshore transaction pursuant to Regulation S but, in either case, without certification;
(iv) otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of U.S. counsel, that such transfer is in compliance with the Securities Act, the Investment Company Act and any applicable securities laws of any State of the United States,
and, in each case, in accordance with any applicable securities laws of any State of the United States or any other jurisdiction. Additional certifications may be required as set out in the applicable Final Terms.
Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removal of the Legend, the Registrar shall deliver only Legended Notes or refuse to remove the Legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably be required by the Issuer, which may include an opinion of U.S. counsel, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Investment Company Act and the Securities Act.
(g) Exchanges and transfers of Registered Notes generally
Holders of Definitive Registered Notes may exchange such Notes for interests in a Registered Global Note of the same type at any time.
(h) Definitions
In this Condition, the following expressions shall have the following meanings:
Combined Global Note means a Registered Global Note representing Notes eligible for sale in the United States to QIBs that are also QPs pursuant to Rule 144A and to non-U.S. persons outside the
United States in reliance on Regulation S. Combined Global Notes may not be cleared or settled through DTC;
Distribution Compliance Period means the period that ends 40 days after the completion of the distribution of the relevant Notes as determined by the relevant lead manager;
Investment Company Act means the United States Investment Company Act of 1940, as amended;
Legended Note means Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to persons that are both QIBs and QPs in accordance with the requirements of Rule 144A;
Non-US Registered Global Note means a Registered Global Note representing Non-US Registered Notes;
Non-US Registered Notes means Notes sold exclusively outside the United States in reliance on Regulation S and permanently restricted from sale, transfer or delivery in the United States or to a U.S. person;
QIB means a “qualified institutional buyer” within the meaning of Rule 144A;
QP means a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and the rules thereunder;
Regulation S means Regulation S under the Securities Act;
Regulation S Global Note means a Registered Global Note representing Notes sold outside the United States in reliance on Regulation S other than Non-US Registered Notes;
Rule 144A means Rule 144A under the Securities Act;
Rule 144A Global Note means a Registered Global Note representing Notes sold in the United States or to QIBs that are also QPs; and
Securities Act means the United States Securities Act of 1933, as amended.
3. Status of the Notes and Guarantee
(a) In the case of Unsubordinated Notes issued by Société Générale
Unsubordinated Notes issued by Société Générale are direct, unconditional and (subject to Condition 4) unsecured and unsubordinated obligations of the Issuer and (subject as aforesaid) rank pari passu with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer (except any such obligations as are preferred by law) and pari passu and rateably without any preference or priority among themselves.
(b) In the case of Subordinated Notes issued by Société Générale
(i) General
Subordinated Notes (which term shall include both Subordinated Notes (as described in this Condition 3(b)(i)) with a specified maturity date (Dated Subordinated Notes) as well as Subordinated
Notes (as described in this Condition 3(b)(i)) without a specified maturity date (Undated Subordinated Notes)) issued by Société Générale, will be direct, unconditional, unsecured and subordinated obligations of the Issuer and rank pari passu without any preference among themselves and pari passu with any other present and future direct, unconditional, unsecured and subordinated obligations of the Issuer with the exception of the prêts participatifs granted to the Issuer and the titres participatifs issued by the Issuer. If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the rights of payment of the holders of Subordinated Notes issued by Société Générale shall be subordinated to the payment in full of unsubordinated creditors (including depositors) and, subject to such payment in full, the holders of such Subordinated Notes shall be paid in priority to any prêts participatifs granted to the Issuer and any titres participatifs issued by it. In the event of incomplete payment of unsubordinated creditors, the obligations of the Issuer in connection with Subordinated Notes issued by Société Générale will be terminated. The holders of such Subordinated Notes shall take all steps necessary for the orderly accomplishment of any collective proceedings or voluntary liquidation.
(ii) In the case of Dated Subordinated Notes issued by Société Générale
Unless otherwise specified in the applicable Final Terms, in the case of Dated Subordinated Notes issued by Société Générale, payments of interest constitute obligations which rank equally with the obligations of Société Générale in respect of Unsubordinated Notes issued by Société Générale in accordance with Condition 3(a).
(iii) In the case of Undated Subordinated Notes issued by Société Générale
In the case of Undated Subordinated Notes issued by Société Générale, the payment of interest may be deferred in accordance with the provisions of Condition 5(g) of the Terms and Conditions of the relevant Notes.
The proceeds of issues of Undated Subordinated Notes issued by Société Générale may be used for off- setting losses of Société Générale and, thereafter, to allow it to continue its activities in accordance with French banking regulations. The proceeds of such issues will be classed amongst the funds of Société Générale in accordance with Article 4(c) of Règlement No. 90-02 of the Réglementation bancaire et financière. This provision does not in any way affect any French law applicable to accounting principles relating to allocation of losses nor the duties of shareholders and does not in any way affect the rights of the Noteholders and (if applicable), Receiptholders or Couponholders to receive payments of principal and interest under the Notes and (if applicable), Receipts or Coupons in accordance with these Terms and Conditions.
(c) In the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe
Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe are direct, unconditional and (subject to Condition 4) unsecured and unsubordinated obligations of the Issuer and will rank pari passu without any preference among themselves and (subject to such exceptions as from time to time exist under applicable law) at least pari passu with all other outstanding direct, unconditional, unsecured and unsubordinated obligations of the Issuer, present and future.
(d) Guarantee in the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe
The due and punctual payment of any amounts due by the Issuer in respect of any Series of Notes issued by SGA Société Générale Acceptance N.V. or SG Option Europe is unconditionally and irrevocably
guaranteed by the Guarantor as provided in the deed of guarantee dated 28 April 2009 (the Guarantee); provided that (i) the Guarantee shall not apply to any Series of Notes issued on or after the date of the Guarantee by SGA Société Générale Acceptance N.V. or SG Option Europe to the extent that, at the Issue Date of such Series of Notes, the sum of (A) the Aggregate Nominal Amount of such Series of Notes and (B) the sum of the Aggregate Nominal Amounts of each Series of Notes issued by the Issuer and outstanding on such Issue Date, in each case, converted into euro at the relevant spot rate of exchange on such Issue Date, is equal to an amount which exceeds €125,000,000,000 and (ii) in the case of any Physical Delivery Notes in respect of which the relevant guaranteed obligation of the Issuer is an obligation to transfer the Underlying Asset(s) in respect of a Physical Delivery Amount, the Guarantor shall, in lieu of such transfer, be obliged to pay a cash amount in the relevant Specified Currency equal to the fair market value (as determined by the Calculation Agent in its sole discretion, but in a commercially reasonable manner, on or about the due date for transfer of the relevant Underlying Asset(s) in respect of the Physical Delivery Amount) of the Underlying Asset(s) in respect of the Physical Delivery Amount.
The Guarantee constitutes a direct, unconditional, unsecured and general obligation of the Guarantor and ranks and will rank pari passu with all other existing and future direct, unconditional, unsecured and general obligations of the Guarantor, including those in respect of deposits, but excluding any debts for the time being preferred by law and senior to any subordinated obligations.
4. Negative Pledges
(a) Negative Pledge in the case of Unsubordinated Notes issued by, or Notes guaranteed by, Société Générale∗
If the Notes are (i) Unsubordinated Notes issued by Société Générale or (ii) Notes issued by SGA Société Générale Acceptance N.V. or SG Option Europe and guaranteed by Société Générale pursuant to the Guarantee, Société Générale will not, so long as such Notes, or any Receipts or Coupons relating, thereto remain outstanding, create or have outstanding a Security Interest (other than a Permitted Security Interest) upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless Société Générale, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:
(i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or
(ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three- fourths of the votes cast) of the Noteholders.
For the purposes of these Conditions:
Permitted Security Interest means (i) any Security Interest created or outstanding upon any property or assets (including current and/or future revenues, accounts, receivables and other payments) of Société Générale arising out of any securitisation or other similar structured finance transaction involving such property or assets where the primary source of payment of any obligations secured by such property or assets is the proceeds of such property or assets (or where the payment of such obligations is otherwise supported by such property or assets) and where recourse to Société Générale in respect of such obligations does not extend to
∗ This italicised statement does not form part of the Terms and Conditions of the Notes.
defaults by the obligors in relation to such property or assets; or (ii) a lien arising solely by operation of law.
Relevant Indebtedness means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures (including, without limitation, obligations, as such term is defined for the purposes of French law) or other securities, in each case of Société Générale, SGA Société Générale Acceptance
N.V. or SG Option Europe, which (with the consent of the relevant Issuer) are for the time being quoted, listed or ordinarily dealt in on any stock exchange or regulated securities market and (ii) any guarantee or indemnity of any such indebtedness.
Security Interest means any mortgage, charge, lien, pledge or other encumbrance.
For the avoidance of doubt, it is confirmed that Notes issued prior to 28 April 2009 under an earlier version of the Programme shall continue to benefit from the negative pledge set out in the terms and conditions relating to such Notes.∗
(b) Negative Pledge in the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe∗
If the Notes are issued by SGA Société Générale Acceptance N.V. or SG Option Europe, the relevant Issuer will not, so long as such Notes, or any Receipts or Coupons relating, thereto remain outstanding, create or have outstanding any Security Interest upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the relevant Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that:
(i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or
(ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (which is defined in the Agency Agreement as a resolution duly passed by a majority of not less than three- fourths of the votes cast) of the Noteholders.
Relevant Indebtedness means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures (including, without limitation, obligations, as such term is defined for the purposes of French law) or other securities, in each case of SGA Société Générale Acceptance N.V. or SG Option Europe, which (with the consent of the relevant Issuer) are for the time being quoted, listed or ordinarily dealt in on any stock exchange, or regulated securities market and (ii) any guarantee or indemnity of any such indebtedness.
For the avoidance of doubt, it is confirmed that Notes issued prior to 28] April 2009 under an earlier version of the Programme shall continue to benefit from the negative pledge set out in the terms and conditions relating to such Notes.∗
∗ This italicised statement does not form part of the Terms and Conditions of the Notes.
∗ This italicised statement does not form part of the Terms and Conditions of the Notes.
∗ This italicised statement does not form part of the Terms and Conditions of the Notes.
5. Interest
(a) Interest on Fixed Rate Notes
(1) Unadjusted Fixed Rate Notes
Unless otherwise specified in the applicable Final Terms, each Unadjusted Fixed Rate Note bears interest from (and including or, in respect of Swedish Uncertificated Notes, but excluding) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.
Unless otherwise specified in the applicable Final Terms, if the Notes are Definitive Bearer Notes, the amount of interest payable on each Interest Payment Date in respect of the Interest Period ending on such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.
Except in the case of Notes which are Definitive Bearer Notes where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:
(i) in the case of Fixed Rate Notes which are Uncertificated Notes or Notes represented by a global Note, the aggregate outstanding nominal amount of the Notes of the relevant Series (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(ii) in the case of Fixed Rate Notes which are Definitive Bearer Notes or Definitive Registered Notes, the Calculation Amount,
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit (defined below) of the relevant Specified Currency, half of any such sub- unit being rounded upwards or otherwise as specified in the applicable Final Terms. Where the Specified Denomination of a Fixed Rate Note which is a Definitive Bearer Note or a Definitive Registered Note is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
(2) Adjusted Fixed Rate Notes
(i) Unless otherwise specified in the applicable Final Terms, each Adjusted Fixed Rate Note bears interest from (and including or, in respect of Swedish Uncertificated Notes, but excluding) the Interest Commencement Date specified in the applicable Final Terms, and such interest will be payable in respect of each Interest Period and in arrear on the Interest Payment Date(s) in each year specified in the applicable Final Terms; provided that (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(A) the Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day; or
(B) the Modified Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall
into the next calendar month, in which event such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day; or
(C) the Preceding Business Day Convention, such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day,
and the expression Interest Payment Date shall be construed accordingly.
(iii) The Fiscal Agent will calculate the amount of interest (the Adjusted Fixed Rate Interest Amount) payable on the Adjusted Fixed Rate Notes for the relevant Interest Period by applying the Rate of Interest to:
(A) in the case of Adjusted Fixed Rate Notes which are Uncertificated Notes or Notes represented by a global Note, the aggregate outstanding nominal amount of the Notes of the relevant Series (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Adjusted Fixed Rate Notes which are Definitive Bearer Notes or Definitive Registered Notes, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of an Adjusted Fixed Rate Note which is a Definitive Bearer Note or a Definitive Registered Note is a multiple of the Calculation Amount, the Adjusted Fixed Rate Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
The Fiscal Agent will cause the Adjusted Fixed Rate Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Guarantor and any stock exchange on which the relevant Adjusted Fixed Notes are for the time being listed and notice thereof to be published in accordance with Condition 15 as soon as possible after the calculation or determination thereof (provided that, in the case of notification to any stock exchange, such notice will be given by no later than the first day of the relevant Interest Period or, if that is impossible due to the date fixed for such determination or calculation, as soon as practicable on or after such date). Each Adjusted Fixed Rate Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Variable Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 15. For the purposes of these Conditions, the expression Luxembourg Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in Luxembourg.
(3) Definitions
(A) A Fixed Rate Note means a Note which bears a fixed rate of interest.
(B) An Unadjusted Fixed Rate Note means a Fixed Rate Note in respect of which the interest amount and the Interest Payment Date remain unchanged and are calculated as provided in Condition 5(a)(1) above;
(C) An Adjusted Fixed Rate Note means a Fixed Rate Note in respect of which the interest amount and the Interest Payment Date are subject to modification in accordance with Condition 5(a)(2) above.
Equity Linked Notes and Commodity Linked Notes may provide for a method of calculating interest on Fixed Rate Notes which does not require any Day Count Fraction as interest payable on each specified Interest Payment Date is determined by applying a fixed specified percentage to the Specified Denomination as it shall be detailed in the applicable Final Terms and/or Schedule thereto.
(b) Interest on Variable Rate Notes
(i) Interest Payment Dates
Unless otherwise specified in the applicable Final Terms, each Floating Rate Note, Index Linked Interest Note and other Note in respect of which the relevant interest is not determined pursuant to a fixed Rate of Interest (together, the Variable Rate Notes) bears interest from (and including or, in respect of Swedish Uncertificated Notes, but excluding) the Interest Commencement Date specified in the applicable Final Terms, and such interest will be payable in respect of each Interest Period and in arrear on either:
(A) the Interest Payment Date(s) in each year specified in the applicable Final Terms; or
(B) if no Interest Payment Date(s) (as defined above) is/are specified in the applicable Final Terms, each date which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(C) in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of
(ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(D) the Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day; or
(E) the Modified Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day; or
(F) the Preceding Business Day Convention, such Interest Payment Date (or other date) shall be brought forward to the immediately preceding Business Day.
Notwithstanding the foregoing, where the applicable Final Terms specifies that the relevant Business Day Convention is to be applied on an unadjusted basis, the Interest Amount payable on any date shall not be affected by the application of such Business Day Convention.
In this Condition 5, Business Day means (unless otherwise stated in the applicable Final Terms) a day which is both:
(G) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in each Additional Business Centre(s) specified in the applicable Final Terms; and
(H) either (x) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre(s) of the country of the relevant Specified Currency (if other than any Additional Business Centre and which if the Specified Currency is Australian dollars, shall be Sydney and, if the Specified Currency is Canadian dollars, shall be Montreal) or (y) in relation to any sum payable in euro, a day on which the TARGET2 System is open (a TARGET2 Business Day). In these Terms and Conditions, TARGET2 System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of the Variable Rate Notes will be determined in the manner specified in the applicable Final Terms, which may be, without limitation:
(A) ISDA Determination
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Fiscal Agent or other person specified in the applicable Final Terms, under an interest rate swap transaction if the Fiscal Agent or that other person were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions (as defined below) and under which:
(1) the Floating Rate Option is as specified in the applicable Final Terms;
(2) the Designated Maturity is a period specified in the applicable Final Terms; and
(3) the relevant Reset Date is either (x) if the applicable Floating Rate Option is based on the London interbank offered rate (LIBOR), or on the Euro-zone interbank offered rate (EURIBOR), the first day of that Interest Period or (y) in any other case, as specified in the applicable Final Terms.
For purposes of this sub-paragraph, Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity, Reset Date and Euro-zone have the meanings given to those terms in the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. (the ISDA Definitions) and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series.
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, unless otherwise stated in the applicable Final Terms, the Minimum Rate of Interest shall be deemed to be zero.
(B) Screen Rate Determination
Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum), for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at the Specified Time indicated in the applicable Final Terms (which will be 11.00 a.m., London time, in the case of LIBOR or
11.00 a.m., Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Fiscal Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Fiscal Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.
If the Relevant Screen Page is not available or if in the case of (1) above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the Specified Time, the Fiscal Agent shall request the principal London office of each of the Reference Banks (as defined below) to provide the Fiscal Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Fiscal Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Fiscal Agent.
If on any Interest Determination Date one only or none of the Reference Banks provides the Fiscal Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Fiscal Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Fiscal Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR), or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Fiscal Agent with such offered rates, the offered rate for deposits in the Specified
Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer and the Fiscal Agent suitable for such purpose) informs the Fiscal Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR), or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) (or, as the case may be, the quotations of such bank or banks to the Fiscal Agent) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).
Reference Banks means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Fiscal Agent or as specified in the applicable Final Terms.
If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or, as the case may be, EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.
(C) Other Determination
Where a manner of determination other than ISDA Determination or Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period shall be determined in the manner so specified (including, if so specified, by reference to the Technical Annex to the Terms and Conditions).
(iii) Minimum and/or Maximum Rate of Interest and/or Rate Multiplier
Subject to the provisions of Condition 5(b)(ii)(A), if the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of any such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of any such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.
If the applicable Final Terms specifies a Rate Multiplier for any Interest Period, then, the Rate of Interest in respect of any such Interest Period shall be multiplied by the relevant Rate Multiplier, subject always to the Minimum and/or Maximum Rate of Interest as described above.
If n/N or nb/Nb is specified as the Rate Multiplier in the applicable Final Terms, the following definitions shall apply, unless otherwise specified in the applicable Final Terms:
n means the number of calendar days in the relevant Interest Period in respect of which the Benchmark was equal to or greater than the Lower Limit and equal to or lower than the Upper Limit, in each case as determined by the Calculation Agent.
N means the total number of calendar days within the relevant Interest Period.
nb means the number of Business Days in the relevant Interest Period in respect of which the Benchmark was equal to or greater than the Lower Limit and equal to or lower than the Upper Limit, in each case as determined by the Calculation Agent.
Nb means the total number of Business Days within the relevant Interest Period.
Lower Limit means, in respect of the relevant Interest Period, the limit specified in the applicable Final Terms.
Benchmark means, in respect of any calendar day (in respect of the definition of n) or, as applicable, Business Day (in respect of the definition of nb) of the relevant Interest Period, unless otherwise specified in the applicable Final Terms:
- if USD-LIBOR is specified as the applicable Benchmark in the Final Terms, the rate equal to the Floating Rate for such day that would be determined by the Calculation Agent under an interest rate swap transaction if it were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which the Floating Rate Option is “USD-LIBOR-BBA” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date). If on any Benchmark Day, such rate does not appear on Reuters Screen LIBOR01 Page, USD-LIBOR will be determined by the Calculation Agent as aforesaid in accordance with the Floating Rate Option “USD-LIBOR-Reference Banks” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date).
- if GBP-LIBOR is specified as the applicable Benchmark in the Final Terms, the rate equal to the Floating Rate for such day that would be determined by the Calculation Agent under an interest rate swap transaction if it were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which the Floating Rate Option is “GBP-LIBOR-BBA” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date). If on any Benchmark Day, such rate does not appear on Reuters Screen LIBOR01 Page, GBP-LIBOR will be determined by the Calculation Agent as aforesaid in accordance with the Floating Rate Option “GBP-LIBOR-Reference Banks” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date).
- if EURIBOR is specified as the applicable Benchmark in the Final Terms, the rate equal to the Floating Rate for such day that would be determined by the Calculation Agent under an interest rate swap transaction if it were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which the Floating Rate Option is “EUR-EURIBOR-Reuters” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date). If on any Benchmark Day, such rate does not appear on Reuters Screen EURIBOR01 Page, EURIBOR will be determined by the Calculation Agent as aforesaid in accordance with the Floating Rate Option “EUR-EURIBOR-Reference Banks” (as defined in
the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date).
- if EUR-CMS is specified as the applicable Benchmark in the Final Terms, the rate equal to the Floating Rate for such day that would be determined by the Calculation Agent under an interest rate swap transaction if it were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which the Floating Rate Option is “EUR-ISDA-EURIBOR Swap Rate-11:00” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without Reference to any Reset Date), and appearing on Reuters Screen ISDAFIX2 Page as at
11.00 a.m. (Frankfurt time) under the heading “EURIBOR BASIS – FRF” and above the caption “11:00 AM FRANKFURT”. If on any Benchmark Day, such rate does not appear on Reuters Screen ISDAFIX2 Page, EUR-CMS will be determined by the Calculation Agent as aforesaid in accordance with the Floating Rate Option “EUR-Annual Swap Rate-Reference Banks” (as defined in the ISDA Definitions) for a period of the Designated Maturity specified in the applicable Final Terms (without reference to any Reset Date).
- if USD-CMS is specified as the applicable Benchmark in the Final Terms, the rate equal to the Floating Rate for such day that would be determined by the Calculation Agent under an interest rate swap transaction if it were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which the Floating Rate Option is “USD-ISDA-Swap Rate” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without Reference to any Reset Date), and appearing on Reuters Screen ISDAFIX1 Page as at 11.00 a.m. (New York time). If on any Benchmark day, such rate does not appear on Reuters Screen ISDAFIX1 Page, USD-CMS will be determined by the Calculation Agent as aforesaid in accordance with the Floating Rate Option “USD-CMS-Reference Banks” (as defined in the ISDA Definitions) for a period of the Designated Maturity as specified in the Final Terms (without reference to any Reset Date).
For the purposes hereof, (i) the value of the Benchmark on any calendar day of the relevant Interest Period which is not a Benchmark Day shall be deemed to be the value ascribed to the Benchmark on the first preceding Benchmark Day and (ii) the value of the Benchmark on each of the last four TARGET2 Business Days of any Interest Period shall be deemed to be the value ascribed to the Benchmark on the fifth TARGET2 Business Day (or the Benchmark Day immediately preceding such fifth TARGET2 Business Day if such fifth TARGET2 Business Day is not a Benchmark Day) preceding the Interest Payment Date relating to such Interest Period.
Benchmark Day means, if the relevant Benchmark is:
- USD-LIBOR or GBP-LIBOR, a day (other than a Saturday or Sunday) on which banks are open for business (including dealings in foreign exchange and deposit in USD) in London;
- EURIBOR or EUR-CMS, a day (other than a Saturday or Sunday) on which the TARGET2 System is operating; and
- USD-CMS, a day (other than a Saturday or Sunday) on which banks are open for business in New York.
Upper Limit means, in respect of the relevant Interest Period, the limit specified in the applicable Final Terms.
(iv) Determination of Rate of Interest and calculation of Interest Amount in respect of Variable Rate Notes
The Fiscal Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of all other Variable Rate Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Variable Rate Notes except Floating Rate Notes, the Calculation Agent will notify the Fiscal Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same (but in no event later than the first Business Day after such calculation).
The Fiscal Agent will calculate the amount of interest (the Interest Amount) payable on the Variable Rate Notes for the relevant Interest Period by applying the Rate of Interest to:
(A) in the case of Variable Rate Notes which are Uncertificated Notes or Notes represented by a global Note, the aggregate outstanding nominal amount of the Notes of the relevant Series (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(B) in the case of Variable Rate Notes which are Definitive Bearer Notes or Definitive Registered Notes, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Variable Rate Note which is a Definitive Bearer Note or a Definitive Registered Note is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
(v) Notification of Rate of Interest and Interest Amount
The Fiscal Agent will cause the Rate of Interest and the Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Guarantor and any stock exchange on which the relevant Variable Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 15 as soon as possible after the calculation or determination thereof (provided that, in the case of notification to any stock exchange, such notice will be given by no later than the first day of the relevant Interest Period or, if that is impossible due to the date fixed for such determination or calculation, as soon as practicable on or after such date). Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Variable Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 15. For the purposes of these Conditions, the expression Luxembourg Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in Luxembourg.
(c) Zero Coupon Notes
Where a Zero Coupon Note becomes due and repayable and is not paid when due, the amount due and repayable shall be the amount determined in accordance with Condition 7(g) and notified in accordance with Condition 5(b)(v), mutatis mutandis.
(d) Physical Delivery Notes and Dual Currency Notes
The rate or amount of interest payable in respect of Physical Delivery Notes or Dual Currency Notes shall be determined in the manner, and by the party, specified in the applicable Final Terms and notified in accordance with Condition 5(b)(v), mutatis mutandis.
(e) Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and/or otherwise as specified in the applicable Final Terms.
(f) Accrual of Interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if applicable) from the due date for its redemption unless, upon due presentation thereof, payment of principal (or, in the case of any Physical Delivery Note, transfer of the Underlying Asset(s) in respect of the Physical Delivery Amount) is improperly withheld or refused (provided that, in the case of any Physical Delivery Amount, transfer shall not be deemed to have been improperly withheld or refused where such transfer is delayed by reason of circumstances beyond the control of the relevant Issuer or any of its Agents). In such event, interest will continue to be calculated and to accrue until whichever is the earlier of:
(i) the date on which all amounts due in respect of such Note have been paid; and
(ii) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 15.
(g) Deferral of Interest
In the case of Undated Subordinated Notes, interest shall be payable on each Compulsory Interest Payment Date (as defined below) in respect of the interest accrued in the interest period ending on the day immediately preceding such date. On any Optional Interest Payment Date (as defined below) there may be paid (if Société Générale so elects) the interest accrued in the interest period ending on the day immediately preceding such date, but Société Générale shall not have any obligation to make such payment. Any interest not paid on an Optional Interest Payment Date shall, so long as the same remains unpaid, constitute Arrears of Interest which term shall include interest on such unpaid interest as referred to below. Arrears of Interest may, at the option of Société Générale, be paid in whole or in part at any time upon the expiration of not less than seven days' notice to such effect given to the Noteholders in accordance with Condition 15, but all Arrears of Interest on all Undated Subordinated Notes outstanding shall become due in full on whichever is the earliest of:
(A) the interest payment date immediately following the date upon which a dividend is paid on any class of share capital of Société Générale, and (B) the commencement of a liquidation or dissolution of Société Générale. If notice is given by Société Générale of its intention to pay the whole or part of Arrears of Interest, Société Générale shall be obliged to do so upon the expiration of such notice. When Arrears of Interest are paid in part, each such payment shall be applied in or towards satisfaction of the full amount of the Arrears of Interest accrued in respect of the earliest interest period in respect of which Arrears of Interest have accrued and have not been paid in full. Arrears of Interest shall (to the extent permitted by law) bear interest accruing and compounding on a daily basis at the prevailing rate of interest on the Undated Subordinated Notes in respect of each relevant interest period. For these purposes the following expressions have the following meanings:
Compulsory Interest Payment Date means any Interest Payment Date unless at the Assemblée Générale immediately preceding such date which was required to approve the annual accounts of Société
Générale for the fiscal year ended prior to such Assemblée Générale, no resolution was passed to pay a dividend on any class of share capital of Société Générale in respect of such previous fiscal year.
(h) Certain definitions relating to the calculation of interest
In respect of the calculation of an amount of interest for any Interest Period, Day Count Fraction means the following (provided that, unless otherwise specified in the applicable Final Terms, the Day Count Fraction applicable to Floating Rate Notes denominated in euro shall be Actual/360):
(i) if Actual/Actual (ICMA) is specified in the applicable Final Terms:
(i) in the case of Notes where the number of days in the relevant period from (and including or, in respect of Swedish Uncertificated Notes, but excluding) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or
(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and
(y) the number of Determination Dates that would occur in one calendar year;
(ii) if 30/360 is specified in the applicable Final Terms and the Notes are Fixed Rate Notes, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360;
(iii) if Actual/Actual (ISDA) or Actual/Actual is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(iv) if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
(v) if Actual/365 (Sterling) is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(vi) if Actual/360 is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
(vii) if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms and the Notes are Variable Rate Notes, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction = 360
where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(viii) if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction = 360
where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;
(ix) if 30E/360 (ISDA) is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)
Day Count Fraction = 360
where:
Y1 is the year, expressed as a number, in which the first day of the Interest Period falls;
Y2 is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
M1 is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
D1 is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
D2 is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
Determination Period means each period from (and including or, in respect of Swedish Uncertificated Notes, but excluding) a Determination Date to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).
Interest Period means, unless otherwise specified in the applicable Final Terms, the period beginning on (and including or, in respect of Swedish Uncertificated Notes, but excluding) the Interest Commencement Date and ending on (but excluding or, in respect of Swedish Uncertificated Notes, and including) the first Interest Payment Date and each successive period beginning on (and including or, in respect of Swedish Uncertificated Notes, but excluding) an Interest Payment Date and ending on (but excluding or, in respect of Swedish Uncertificated Notes, and including) the next Interest Payment Date or such other period as is specified in the applicable Final Terms;
Interest Rate(i-1) means, in respect of an Interest Period, the Rate of Interest determined by the Calculation Agent in respect of the immediately preceding Interest Period. For the avoidance of doubt, Interest Rate (i-1) is expressed as a rate per annum, unless otherwise specified in the Final Terms;
Issue Date means the date specified as such on the applicable Final Terms. On the Issue Date the relevant clearing systems debit and credit accounts in accordance with instructions received by them;
Optional Interest Payment Date means any Interest Payment Date other than a Compulsory Interest Payment Date;
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
(i) Rounding generally
In connection with the calculation of any amount payable in respect of the Notes (including, without limitation, interest) and unless otherwise provided in these Terms and Conditions or in the applicable Final Terms, such amounts will, if necessary, be rounded to the nearest sub-unit (as defined above) of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise as specified in the applicable Final Terms.
(j) Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5, by the Fiscal Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith, manifest error or proven error) be binding on the Issuer, the Guarantor, the Fiscal Agent, the Calculation Agent (if applicable) the other Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantor, the Noteholders, the Receiptholders or the Couponholders shall attach to the Fiscal Agent or, if applicable, the Calculation Agent, in connection with the exercise or non- exercise by it of its powers, duties and discretions pursuant to such provisions.
6. Payments
For the purposes of this Condition 6, references to payment or repayment (as the case may be) of principal and/or interest and other similar expressions will, where the context so admits, be deemed also to refer to Delivery of the Underlying Asset(s) with respect to any Physical Delivery Amount(s).
(a) Method of Payment
Subject as provided below and, in the case of Physical Delivery Notes, Registered Notes or Uncertificated Notes, subject also as provided in the applicable Final Terms:
(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with, or, at the option of the payee, except in the case of Registered Notes, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre(s) of the country of such Specified Currency (which if the Specified Currency is Australian dollars, shall be Sydney and, if the Specified Currency is Canadian dollars, shall be Montreal);
(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, except in the case of Registered Notes, by a euro-cheque;
(iii) in the case of any Note which is a Physical Delivery Note that is to be redeemed by the transfer of the Underlying Asset(s), transfer of the Underlying Asset(s) in respect of any Physical Delivery Amount will be effected, as provided in the applicable Final Terms, (A) by the Delivery to, or to the order of, the Noteholder of the relevant Underlying Assets or (B) to, or to the order of, the Noteholder at the risk of the relevant Noteholder in such manner as may be specified in the transfer notice (the Transfer Notice, the form of which is annexed to the Agency Agreement), in each case, save as otherwise provided in the applicable Final Terms and subject to compliance with applicable securities laws.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.
In these Terms and Conditions:
Deliver means, in respect of any Underlying Asset, to deliver, novate, transfer (including, where the applicable Underlying Asset is a guarantee, transfer the benefit of the guarantee), assign or sell, as appropriate, in a manner customary for the settlement of the applicable Underlying Asset (which shall include executing all necessary documentation and taking any other necessary actions), in order to convey all right, title and interest in the Underlying Asset free and clear of any and all liens, charges, claims or encumbrances (including, without limitation, any counterclaim, defence (other than an Exempt Counterclaim or Defence) or right of set off by or of the obligor with respect to the Underlying Asset); provided that where the Underlying Asset is a Loan Participation, "Deliver" means to create (or procure the creation) of a participation in favour of the Noteholder and where the Underlying Asset is a guarantee, "Deliver" means to Deliver both the guarantee and the underlying obligation to which such guarantee relates. "Delivery" and "Delivered" will be construed accordingly. In the case of a loan (being any obligation that is documented by a term loan agreement, revolving loan agreement or other similar credit agreement), Delivery shall be effected using documentation substantially in the form of the documentation customarily used in the relevant market for Delivery of such loan at that time;
Exempt Counterclaim or Defence means, in respect of any Underlying Asset, any defence based upon (a) any lack or alleged lack of authority or capacity of the relevant obligor with respect to the Underlying Asset to enter into the Underlying Asset or, where the Underlying Asset is a guarantee, the obligor in respect of the guarantee and/or the obligor in respect of the underlying obligation to which such guarantee relates, (b) any actual or alleged unenforceability, illegality, impossibility or invalidity with respect to any Underlying Asset or, where the Underlying Asset is a guarantee, the guarantee and/or the underlying obligation to which such guarantee relates, however described, (c) any applicable law, order, regulation, decree or notice, however described, or the promulgation of, or any change in, the interpretation by any court, tribunal, regulatory authority or similar administrative or judicial body with competent or apparent jurisdiction of any applicable law, order, regulation, decree or notice, however described, or (d) the imposition of, or any change in, any exchange controls, capital restrictions or any other similar restrictions imposed by any monetary or other authority, however described; and
Loan Participation means a loan in respect of which, pursuant to a participation agreement, the relevant Issuer is capable of creating, or procuring the creation of, a contractual right in favour of the relevant Noteholder that provides the Noteholder with recourse to the participation seller for a specified share in any payments due under the relevant loan which are received by such participation seller, any such agreement to be entered into between the Noteholder and the Issuer (to the extent the Issuer is then a lender or a member of the relevant lending syndicate).
(b) Presentation of Definitive Bearer Notes, Receipts and Coupons
Payments of principal in respect of Definitive Bearer Notes will (subject as provided below) be made in the manner provided in Condition 6(a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of such Definitive Bearer Notes, and payments of interest in respect of Definitive Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)). Payments under paragraph (a) above made, at the option of the bearer of such Note or Coupon, by cheque shall be mailed or delivered to an address outside the United States furnished by such bearer. Subject to any applicable laws and regulations, such payments made by transfer will be made in immediately available funds to an account maintained by the payee with a bank located outside the United
States. Subject as provided below, no payment in respect of any Definitive Bearer Note or Coupon will be made upon presentation of such Definitive Bearer Note or Coupon at any office or agency of the Issuer, the Guarantor or any Paying Agent in the United States, nor will any such payment be made by transfer to an account, or by mail to an address, in the United States.
Payments of instalments of principal (if any) in respect of Definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6(a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6(a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Bearer Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the Definitive Bearer Note to which it appertains. Receipts presented without the Definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer or, if applicable, the Guarantor. Upon the date on which any Definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.
Fixed Rate Notes which are Definitive Bearer Notes (other than Dual Currency Notes, Index Linked Notes or Physical Delivery Notes) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of ten years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note which is a Definitive Bearer Note becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Physical Delivery Note which is a Definitive Bearer Note becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. Where any Floating Rate Note, Dual Currency Note, Index Linked Note or Physical Delivery Note which is settled by way of cash is presented for redemption without all unmatured Coupons appertaining thereto, payment of all amounts due in relation to such Note shall be made only against the provision of such indemnity as the relevant Issuer and (if applicable) the Guarantor may decide.
If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant Definitive Bearer Note.
(c) Payments in respect of Bearer Global Notes
Payments of principal and interest (if any) in respect of Notes represented by any Bearer Global Note will (subject as provided below) be made in the manner specified above in relation to Definitive Bearer Notes and otherwise in the manner specified in the relevant Bearer Global Note against presentation or surrender, as the case may be, of such Bearer Global Note at the specified office of any Paying Agent outside the United
States. A record of each payment made against presentation or surrender of such Bearer Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Bearer Global Note by the relevant Paying Agent and such record shall be prima facie evidence that the payment in question has been made.
(d) Payments in respect of Registered Notes
Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Note at the specified office of the Registrar or any of the Paying Agents. Such payments will be made by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the register of holders of the Registered Notes maintained by the Registrar (the Register) at the close of business on the third business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) before the relevant due date. Notwithstanding the previous sentence, if (i) a holder does not have a Designated Account or (ii) the principal amount of the Notes held by a holder is less than U.S.$250,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below). For these purposes, Designated Account means the account maintained by a holder with a Designated Bank and identified as such in the Register and Designated Bank means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars, shall be Sydney and, if the Specified Currency is Canadian dollars, shall be Montreal) and (in the case of a payment in euro) any bank which processes payments in euro.
Payments of interest and payments of instalments of principal (other than the final instalment) in respect of each Registered Note (whether or not in global form) will be made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the first named of joint holders) of the Registered Note appearing in the Register at the close of business on the fifteenth day (whether or not such fifteenth day is a business day) before the relevant due date (the Record Date) at such holder's address shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified office of the Registrar not less than three business days in the city where the specified office of the Registrar is located before the due date for any payment of interest in respect of a Registered Note, the payment may be made by transfer on the due date in the manner provided in the preceding paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest (other than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Registered Notes which become payable to the holder who has made the initial application until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest due in respect of each Registered Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal amount of such Registered Note.
Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this Condition arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any payments of principal or interest in respect of the Registered Notes.
Where applicable pursuant to an election by a relevant holder, all amounts payable to DTC or its nominee as registered holder of a Registered Global Note in respect of Notes denominated in a Specified Currency other than U.S. dollars shall be paid by transfer by the Registrar to an account in the relevant Specified
Currency of the Exchange Agent on behalf of DTC or its nominee for conversion into and payment in U.S. dollars in accordance with the provisions of the Agency Agreement.
None of the Issuer, the Guarantor or the Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(e) Payments in respect of Uncertificated Notes
Payments of principal and interest in respect of Uncertificated Notes will be made to the persons registered as Noteholders in the register maintained by the relevant central securities depositary and clearing institution, in the case of Swedish Uncertificated Notes, on the fifth Payment Business Day (or otherwise in accordance with the rules and procedures applied by Euroclear Sweden from time to time) or, in the case of Finnish Uncertificated Notes, on the first Payment Business Day (or otherwise in accordance with the rules and procedures applied by Euroclear Finland from time to time), prior to the due date for such payment. If the date for payment of any amount in respect of Uncertificated Notes is not a Payment Business Day, the holder thereof shall not be entitled to payment until the next following Payment Business Day and shall not be entitled to further interest or other payment in respect of such delay. For the purposes of this Condition 6(e), Payment Business Day shall mean any day on which commercial banks are open for general business in Stockholm (in the case of Swedish Uncertificated Notes) or Helsinki (in the case of Finnish Uncertificated Notes).
In the event of late payment with respect to any Uncertificated Note, penalty interest will be payable on the overdue amount from the due date up to and including the date on which payment is made at an interest rate corresponding to, in the case of Swedish Uncertificated Notes, STIBOR (defined below) plus one percentage point or, in the case of Finnish Uncertificated Notes, EURIBOR (defined below) plus one percentage point. No capitalisation of interest will be made.
STIBOR means the average of the interest rates quoted at approximately 11 a.m. on the first day (such day being a day on which commercial banks are open for general business in Stockholm) after the day on which the relevant payment was due on Xxxxxx’x page “SIDE” (or such other system or other page as shall replace the Xxxxxx’x page “SIDE”) in respect of a loan with a designated interest period of one week, or, if no such quotation is given, the average of interest rate which is stated by three major Swedish banks selected by Société Générale to be their funding cost at that time in respect of a loan with a designated interest period of one week in Swedish Kronor in the Stockholm interbank market; provided that, if the interest rate for the relevant period cannot be determined in accordance with any of the methods mentioned above, then the interest rate for such period shall be the last available quote on Xxxxxx’x page “SIDE” (or such other system or other page as shall replace the Xxxxxx’x page “SIDE”) in respect of such period.
EURIBOR means the rate for deposits in EUR which is defined under, and shall be determined by the Calculation Agent in accordance with, the Floating Rate Option “EUR-EURIBOR-Telerate” in the ISDA Definitions for a period (Designated Maturity) of sixth months with a Reset Date being the first day of the relevant calculation period.
An Additional Paying Agent will be appointed and identified in the applicable Final Terms with respect to any Uncertificated Notes and such Additional Paying Agent shall have the characteristics described in Condition 6(g).
(f) General provisions applicable to payments
The holder of a global Note (other than a SIS Note) shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the payment obligations of the Issuer or, as
the case may be, the Guarantor will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or DTC as the beneficial holder of a particular nominal amount of Notes represented by a global Note must look solely to Euroclear, Clearstream, Luxembourg or DTC, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantor to, or to the order of, the holder of such global Note. No person other than the holder of such global Note shall have any claim against the Issuer or, as the case may be, the Guarantor in respect of any payments due on that global Note.
Notwithstanding the foregoing, U.S. dollar payments of principal and/or interest in respect of Bearer Notes (if any) will be made at the specified office of a Paying Agent in the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)) if:
(i) the Issuer and the Guarantor have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Bearer Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantor, adverse tax consequences to the Issuer or the Guarantor.
(g) Payment Business Day
If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Business Day, the holder thereof shall instead be entitled to payment: (i) on the next following Payment Business Day in the relevant place, if “Following Payment Business Day” is specified in the applicable Final Terms; or (ii) on the next following Payment Business Day in the relevant place, unless the date for payment would thereby fall into the next calendar month, in which event such date for payment shall be brought forward to the immediately preceding Payment Business Day in the relevant place, if “Modified Following Payment Business Day” is specified in the applicable Final Terms; provided that if neither “Following Payment Business Day” nor “Modified Following Payment Business Day” is specified in the applicable Final Terms, “Following Payment Business Day” shall be deemed to apply. In the event that any adjustment is made to the date for payment in accordance with this Condition 6(g), the relevant amount due in respect of any Note, Receipt or Coupon shall not be affected by any such adjustment, unless otherwise specified in the applicable Final Terms. For these purposes, unless otherwise specified in the applicable Final Terms and except as specified in Condition 6(d), Payment Business Day means any day which is:
(i) subject to the provisions of the Agency Agreement, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
(A) the relevant place of presentation or, in respect of Uncertificated Notes, the place of registration; and
(B) each Additional Financial Centre specified in the applicable Final Terms;
(ii) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation and any Additional Financial Centre and which if the Specified Currency is Australian dollars, shall be Sydney and, if the Specified Currency is Canadian dollars, shall be Montreal) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open; and
(iii) in the case of any payment in respect of a Registered Global Note denominated in a Specified Currency other than U.S. dollars and registered in the name of DTC or its nominee and in respect of which an accountholder of DTC (with an interest in such Registered Global Note) has elected to receive any part of such payment in U.S. dollars, a day on which commercial banks are not authorised or required by law or regulation to be closed in New York City.
(h) Payments on SIS Notes
In the case of a SIS Note, unless otherwise specified in the applicable Final Terms, the relevant Swiss Paying Agency Agreement shall supplement and modify the Agency Agreement for the purposes of the relevant SIS Notes, including providing for the appointment of a Principal Swiss Paying Agent (which, in the case of Notes listed on the SIX Swiss Exchange,, shall at all times be a bank or securities dealer that is subject to supervision by the Swiss Financial Market Supervisory Authority FINMA) that will perform certain duties including, inter alia, those which relate to Swiss capital market customs and payment instructions and providing for the appointment of Swiss Paying Agents to act as paying agents in Switzerland for the Notes.
The Issuer shall make all payments of principal and interest due under the Notes to the Principal Swiss Paying Agent which shall, where applicable, promptly reimburse each Swiss Paying Agent on demand for payments in respect of Notes properly made by such Swiss Paying Agent in accordance with the Swiss Paying Agency Agreement and the Conditions. Payment on any SIS Notes will be made irrespective of any present or future transfer restrictions and regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at any time to such payment. Payments of principal and interest in respect of any SIS Notes denominated in Swiss Francs shall be made in freely disposable Swiss Francs, and in the case of SIS Notes denominated in a currency other than Swiss Francs in such other currency, which shall also be freely disposable, without collection costs and whatever the circumstances may be, irrespective of the nationality, domicile or residence of the holder of any Notes and without requiring any certification, affidavit or the fulfilment of any other formality. The receipt by the Principal Swiss Paying Agent of the due and punctual payment of such funds in Switzerland shall discharge the Issuer's obligations under (i) the permanent global Note or (ii) the Definitive Bearer Notes, Receipts and Coupons, if printed, or (iii) Uncertificated SIS Notes with respect to the payment of, as the case may be, principal, interest, costs and additional amounts on the Notes and the paying agency fees, in each case to the extent of the funds received as of the due date therefor.
(i) Interpretation of Principal and Interest
Any reference in these Terms and Conditions to “principal” in respect of the Notes shall be deemed to include, as applicable:
(i) any additional amounts which may be payable with respect to principal under Condition 8;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the Notes;
(v) in relation to Notes redeemable in instalments, the Instalment Amounts;
(vi) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7(g)); and
(vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
Any reference in these Terms and Conditions to “interest” in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8. Any reference in these Terms and Conditions to “interest accrued” or “accrued interest” shall be deemed to include any Arrears of Interest suspended as provided in Condition 5(g).
In the case of Physical Delivery Notes, references in these Terms and Conditions to principal and/or interest and Physical Delivery Amount(s) shall mean such amount less any expenses, fees, stamp duty, levies or other amounts payable on or in respect of the relevant Physical Delivery Amount(s).
(j) Currency unavailability
This paragraph shall apply when payment is due to be made in respect of any Note, Receipt or Coupon in the Specified Currency (other than where the Specified Currency is euro) and the Specified Currency is not available to the Issuer or the Guarantor (as applicable) due to the imposition of exchange controls, the Specified Currency's replacement or disuse or other circumstances beyond the control of the Issuer or the Guarantor (as applicable) (Currency Unavailability). In the event of Currency Unavailability, the Issuer or the Guarantor (as applicable) will be entitled to satisfy its obligations to the holder of such Note, Receipt or Coupon by making payment in euro on the basis of the spot exchange rate at which the Specified Currency is offered in exchange for euro in an appropriate inter-bank market at noon, Paris time, four Business Days prior to the date on which payment is due or, if such spot exchange rate is not available on that date, as of the most recent prior practicable date. Any payment made in euro in accordance with this paragraph will not constitute an Event of Default.
7. Redemption and Purchase
(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms and, if so specified, by reference to the Technical Annex to these Terms and Conditions (or, in the case only of Physical Delivery Notes where the applicable Final Terms specifies that such Notes will be redeemed by the transfer of the Underlying Asset(s) with respect to a Physical Delivery Amount, by the transfer of the Underlying Asset(s) specified in, or determined in the manner specified in, the applicable Final Terms) in the relevant Specified Currency on the Maturity Date.
(b) Redemption for tax reasons
The Notes may be redeemed at the option of the Issuer or, as the case may be, the Guarantor in whole, but not in part, at any time (in the case of the Notes other than Floating Rate Notes or any other interest bearing Notes in respect of which the Rate of Interest is not calculated on a fixed rate basis (Variable Interest Notes)) or on any Interest Payment Date (in the case of Floating Rate Notes or Variable Interest Notes) but subject, in the case of Subordinated Notes, to the prior written approval of the Secrétariat général de la Commission bancaire in France, on giving not less than 30 nor more than 45 days' notice to the Fiscal Agent and, in accordance with Condition 15, the Noteholders (which notice shall be irrevocable), if:
(i) immediately prior to the giving of such notice the Issuer or the Guarantor has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 8) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.
Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph 7(g) below together (if appropriate) with accrued interest to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the date of redemption.
(c) Special Tax Redemption
If the Issuer or, as the case may be, the Guarantor would, on the occasion of the next payment of principal or interest in respect of the Notes, be prevented by the law of a Tax Jurisdiction from causing payment to be made to the Noteholders of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts contained in Condition 8(b), then the Issuer or the Guarantor, as the case may be, shall forthwith give notice of such fact to the Fiscal Agent and the Issuer or the Guarantor, as the case may be, shall, subject, in the case of Subordinated Notes, to the prior written approval of the Secrétariat général de la Commission bancaire in France, upon giving not less than seven nor more than 45 days' prior notice to the Noteholders in accordance with Condition 15, forthwith redeem all, but not some only, of the Notes at their Early Redemption Amount, together, if appropriate, with accrued interest, on the latest practicable Interest Payment Date on which the Issuer or the Guarantor, as the case may be, could make payment of the full amount then due and payable in respect of the Notes, provided that if such notice would expire after such Interest Payment Date the date for redemption pursuant to such notice to Noteholders shall be the later of:
(i) the latest practicable date on which the Issuer or the Guarantor, as the case may be, could make payment of the full amount then due and payable in respect of the Notes; and
(ii) 14 days after giving notice to the Fiscal Agent as aforesaid.
(d) Final Terms
The Final Terms applicable to the Notes indicate either:
(i) that the Notes cannot be redeemed prior to their Maturity Date (except as otherwise provided in paragraphs (b) and (c) above and in Condition 10); or
(ii) that such Notes will be redeemable at the option of the Issuer and/or the holders of the Notes prior to such Maturity Date in accordance with the provisions of paragraphs (e) and/or (f) below on the date or dates and at the amount or amounts indicated in the applicable Final Terms.
(e) Redemption at the Option of the Issuer
If the Issuer is specified in the applicable Final Terms as having an option to redeem, the Issuer may, subject, in the case of Subordinated Notes, to the prior written approval of the Secrétariat général de la Commission bancaire in France, having (unless otherwise specified in the applicable Final Terms) given not less than 30 nor more than 45 days' notice, in accordance with Condition 15, to the Noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date(s) and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the relevant Optional Redemption Date(s). Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, both as indicated in the applicable Final Terms.
In the case of a redemption of some only of the Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot (in the case of Redeemed Notes represented by Notes in definitive form) and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or DTC in the case of Redeemed Notes represented by a global Note held on behalf of Euroclear and/or Clearstream, Luxembourg and/or DTC (to be reflected in the records of Euroclear and/or Clearstream, Luxembourg and/or DTC as either a pool factor or a reduction in nominal amount, at their discretion) and in accordance with the rules of the relevant securities depositary and any relevant provisions in the applicable Final Terms (in the case of Registered Notes), in each case not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by Notes in definitive form, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 15 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant global Note will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this paragraph
(e) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 15 at least ten days prior to the Selection Date.
In respect of any Note, any notice given by the Issuer pursuant to this Condition 7(e) shall be void and of no effect in relation to that Note in the event that, prior to the giving of such notice by the Issuer, the holder of such Note had already delivered a Put Notice in relation to that Note in accordance with Condition 7(f).
In the case of Subordinated Notes which constitute Tier 2 Capital, the Optional Redemption Date may only occur on or after the fifth anniversary of the Issue Date of such Notes.
(f) Redemption at the Option of the Noteholders
In the case of Subordinated Notes, there will be no redemption at the option of the Noteholders.
If the Noteholders are specified in the applicable Final Terms as having an option to require the Issuer to redeem any Note, upon the holder of any Note giving to the Issuer in accordance with Condition 15 not less than 15 nor more than 30 days' notice or such other period of notice as is specified in the applicable Final Terms the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to but excluding (or, in respect of Swedish Uncertificated Notes, and including) the Optional Redemption Date. It may be that before an option to require the Issuer to redeem any Note can be exercised, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms.
To exercise the right to require redemption of a Note, the holder of such Note must, if the Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the Registrar falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2. If this Note is in definitive form, the Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to the order or under its control. If the Note is represented by a global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of the Note the holder of the Note must, within the notice period, give notice to the Fiscal Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Fiscal Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if the Note is represented by a global Note, at the same time present or procure the presentation of the relevant global Note to the Fiscal Agent for notation accordingly.
In the case of Uncertificated Notes, a Put Notice will not be effective against the Issuer before the date on which the relevant Notes have been transferred to the account designated by the Additional Paying Agent specified in the applicable Final Terms (which, for the purposes of the Uncertificated Notes, will be an account operator specifically authorised by the relevant central securities depositary and clearing institution to process and register issues in the system of the relevant central securities depositary and clearing institution), and blocked by such Additional Paying Agent to prevent further transfer as of the Optional Redemption Date.
Notwithstanding the foregoing, in the case of Uncertificated Notes, the right to require redemption of such Notes in accordance with this Condition 7(f) must be exercised in accordance with the rules and procedures of the relevant central securities depositary and clearing institution and if there is any inconsistency between the above and the rules and procedures of the relevant central securities depositary and clearing institution, then the rules and procedures of the relevant central securities depositary and clearing institution shall prevail.
Any Put Notice given by a holder of any Note pursuant to this paragraph (f) shall be:
(i) irrevocable except where prior to the due date of redemption an Event of Default has occurred and is continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph (f) and instead to declare such Note forthwith due and payable pursuant to Condition 10; and
(ii) void and of no effect in relation to such Note in the event that, prior to the giving of such Put Notice by the relevant holder (A) such Note constituted a Redeemed Note, or (B) the Issuer had notified the Noteholders of its intention to redeem all of the Notes in a Series then outstanding, in each case pursuant to Condition 7(e).
(g) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 10, unless otherwise specified in the applicable Final Terms, the Notes will be redeemed at the Early Redemption Amount calculated as follows:
(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof; or
(ii) in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amount; or
(iii) in the case of Physical Delivery Notes, as determined in the manner specified in the applicable Final Terms; or
(iv) in the case of Zero Coupon Notes, at an amount (the Amortised Face Amount) equal to the sum of:
(A) the Reference Price specified in the applicable Final Terms; and
(B) the product of the Accrual Yield specified in the applicable Final Terms (compounded annually) being applied to the Reference Price from (and including or, in respect of Swedish Uncertificated Notes, but excluding) the Issue Date to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable.
(v) if Market Value is specified in the applicable Final Terms as the Early Redemption Amount, at an amount determined by the Calculation Agent, which, on the due date for the redemption of the Note, shall represent the fair market value of the Notes and shall have the effect (after taking into account the costs of unwinding any hedging arrangements entered into in respect of the Notes) of preserving for the Noteholders the economic equivalent of the obligations of the Issuer to make the payments in respect of the Notes which would, but for such early redemption, have fallen due after the relevant early redemption date. In respect of Notes bearing interest, notwithstanding the last sentence of Condition 7(b), the ninth line of Condition 7(c) and the first paragraph of Condition 9, the Early Redemption Amount, as determined by the Calculation Agent in accordance with this paragraph shall include any accrued interest to (but excluding or, in respect of Swedish Uncertificated Notes, and including) the relevant early redemption date and apart from any such interest included in the Early Redemption Amount, no interest, accrued or otherwise, or any other amount whatsoever will be payable by the Issuer or, as the case may be, the Guarantor in respect of such redemption.
Where such calculation is to be made for a period of less than a full year, it shall be made on the basis of the Day Count Fraction, if applicable, specified in the applicable Final Terms.
(h) Instalments
If the Notes are repayable in instalments, they will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Final Terms. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (g) above.
(i) Partly Paid Notes
If the Notes are Partly Paid Notes:
(i) they will be subscribed at the Part Payment Amounts and on the Part Payment Dates specified in the applicable Final Terms. Unless otherwise specified in the applicable Final Terms, the obligation to pay a Part Payment Amount on the relevant Part Payment Date is only incurred by the holders of the Notes on such Part Payment Date;
(ii) unless otherwise specified in the applicable Final Terms, they will be redeemed on the Maturity Date at their nominal amount and on any Optional Redemption Date at their paid-up nominal amount as at the date fixed for redemption;
(iii) unless otherwise specified in the applicable Final Terms, in the event that any Noteholder fails to pay a Part Payment Amount on the relevant Part Payment Date (such date a Part Payment Default Date), any such Notes held by such Noteholder shall automatically be redeemed on the relevant Early Redemption Date, at the Settlement Amount.
For the purposes of this Condition 7(i) and unless otherwise specified in the applicable Final Terms:
Early Redemption Date means, in respect of any Note, the seventh Payment Business Day following a Part Payment Default Date;
Settlement Amount means, in respect of any Note, an amount determined by the Calculation Agent in accordance with the following formula:
Max [0; [Paid-up Nominal Amount – Unwinding Costs]] where:
Paid-up Nominal Amount means, in respect of any Part Payment Date, the paid-up nominal amount of the relevant Note up to (and including) the applicable Part Payment Date. Interest will neither accrue nor be payable in respect of the period from and including the applicable Part Payment Default Date to and including the applicable Early Redemption Date; and
Unwinding Costs means the pro-rata share, in respect of each Note, of the losses (expressed as a positive number) or the gains (expressed as a negative number) of unwinding all hedging arrangements (taking into account the present value of any Part Payment Amount(s) remaining to be paid in respect of the Notes) entered into or purchased by the Issuer and/or the Guarantor in respect of the Notes.
(j) Purchases
The Issuer or the Guarantor (if applicable) may, subject as provided in the next paragraph, at any time purchase Notes (provided that, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise, in accordance with applicable laws and regulations. In the case of Notes issued by Société Générale or SG Option Europe, Notes purchased by or on behalf of the Issuer, will be surrendered to a Paying Agent (or, in the case of Registered Notes, the Registrar) for cancellation (together with, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto). In the case of Notes issued by SGA Société Générale Acceptance N.V., Notes purchased by or on behalf of the Issuer may, at the option of the Issuer, be held, re-sold or surrendered to any Paying Agent (or, in the case of Registered Notes, the Registrar) for
cancellation. Any Uncertificated Notes purchased by or on behalf of the Issuer may, at the option of the Issuer, be held, re-sold or cancelled.
In the case of Subordinated Notes, Société Générale may at any time purchase such Notes, provided that the prior written approval of the Secrétariat général de la Commission bancaire in France shall be obtained
(i) if the total principal amount of the Notes so purchased exceeds 10 per cent. of the initial aggregate principal amount of the Notes and (ii) in the case of an offre publique d'achat (cash take-over bid) or an offre publique d'échange (paper take-over bid).
(k) Cancellation
All Notes which are redeemed will forthwith be cancelled (together with, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons appertaining thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to paragraph (j) above (together with, in the case of Definitive Bearer Notes, all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Fiscal Agent (or, in the case of Registered Notes, the Registrar) and cannot be reissued or resold.
(l) Late Payment on Zero Coupon Notes
Except as provided in the applicable Final Terms, if the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note, except for Registered Notes, pursuant to paragraph (a), (b), (c), (e) or (f) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (g)(iv) above as though the references therein to the date fixed for the redemption or the date upon which the Zero Coupon Note becomes due and repayable were replaced by references to the date which is the earlier of:
(i) the date on which all amounts due in respect of the Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with Condition 15.
(m) Redemption of Uncertificated Notes
Notwithstanding the foregoing provisions of this Condition, the redemption of Uncertificated Notes may be subject to certain special restrictions and procedures, as set out in the applicable Final Terms.
(n) Redemption or forced transfer of Registered Notes
If the Issuer determines at any time that a holder of Registered Notes in the United States or that is a
U.S. person was not a QIB and a QP at the time it purchased or acquired such Notes in breach of the deemed or actual representations given by such holder upon the purchase of such Notes, the Issuer may (a) redeem such Notes, or (b) direct such holder to sell or transfer its Notes to a person that is both a QIB and a QP or to a non-
U.S. person outside the United States within 30 days following receipt of such notice, and if such holder fails to sell or transfer its Notes within such 30 day period, the Issuer may transfer or sell such Notes on behalf of such holder.
No payments will be made on the affected Notes from the date notice of the sale requirement is sent to the date on which the affected Notes are sold.
There can be no assurance that a holder of Notes, or an interest therein, who is required to sell Notes, or whose Notes are sold on his behalf (pursuant to this Condition) will not incur a significant loss as a result of the need for the relevant Issuer, or for the transferor, to find a qualifying transferee willing to purchase the Notes. Neither the relevant Issuer, the Guarantor nor any other party shall be liable to a holder for any such loss.
8. Taxation
(a) In the case of Notes issued by Société Générale and SG Option Europe, interest and other revenues with respect to Notes (and any Coupons appertaining thereto) that constitute obligations under French law or titres de créances négociables (or debt instruments assimilated thereto within the meaning of the ruling 2007/59 (FP) dated 8 January 2008 and ruling 2009/23 (FP) dated 7 April 2009 of the Direction générale des impôts are issued (or deemed to be issued) outside France and therefore benefit from the exemption from deduction of tax at source provided for in article 131 quater of the Code général des impôts (French General Tax Code) as construed by Circular 5 I-11-98 of the Direction générale des impôts. Accordingly, such payments do not give the right to any tax credit from any French source
(b) In the case of Notes issued by Société Générale or SG Option Europe and, in either case, benefiting from the exemption provided for in article 131 quater of the Code général des impôts as mentioned above or Notes issued by SGA Société Générale Acceptance N.V., all payments in respect of such Notes, Receipts and Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In the event that any amounts are required to be deducted or withheld for, or on behalf of, any Tax Jurisdiction, the Issuer or, as the case may be, the Guarantor shall, to the fullest extent permitted by law, pay such additional amount as may be necessary, in order that each Noteholder, Receiptholder or Couponholder, after deduction or withholding of such taxes, duties, assessments or governmental charges, will receive the full amount then due and payable provided that no such additional amount shall be payable with respect to any Note, Receipt or Coupon:
(i) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his being connected with the Netherlands Antilles (in the case of payments by SGA Société Générale Acceptance N.V.) or France (in the case of payments by Société Générale or SG Option Europe) other than by the mere holding of such Note, Receipt or Coupon; or
(ii) presented for payment more than 30 days after the Relevant Date (as defined below), except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Business Day (as defined in Condition 6(g)); or
(iii) in respect of an issue of Notes which have been privately placed, if the applicable Final Terms indicate that no such additional amounts shall be payable; or
(iv) where such withholding or deduction is imposed on a payment to an individual beneficial owner or a residual entity and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law (whether in or outside the European Union) implementing or complying with, or introduced in order to conform to, such Directive; or
(v) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union.
In these Terms and Conditions:
(i) Tax Jurisdiction means France or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by Société Générale in its capacity as Issuer or Guarantor or by SG Option Europe) or the Netherlands Antilles or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by SGA Société Générale Acceptance N.V.); and
(ii) the Relevant Date means the date on which the relevant payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Fiscal Agent (or, in the case of Uncertificated Notes, the holders of such Uncertificated Notes) on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 15.
9. Prescription
Bearer Notes (and any relative Receipts and Coupons) and Registered Notes will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor, except as provided in the applicable Final Terms.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition 9 or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).
In the case of Uncertificated Notes, claims against the Issuer for the payment of principal and interest payable in respect of the Notes shall become void, in the case of Swedish Uncertificated Notes, unless made within 10 years (in the case of principal) and five years (in the case of interest) or, in the case of Finnish Uncertificated Notes, unless made within three years, in each case after the Relevant Date (as defined in Condition 8).
10. Events of Default
In the case of Notes issued by SGA Société Générale Acceptance N.V. and SG Option Europe, the holder of any Note may give written notice to the relevant Issuer and the Guarantor (if applicable) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with, if appropriate and subject as otherwise provided herein, interest accrued to the date of repayment, upon the occurrence of any of the following events (each an Event of Default):
(a) the Issuer is in default for any reason whatsoever with respect to the payment of any sum when due or the transfer of any Underlying Assets transferable in respect of the Notes, which default, in the case of any interest payment, has continued for more than 14 days unless the Guarantor shall have remedied such default before the expiry of such period and save that late transfer of any Underlying Assets in the circumstances referred to in Condition 6(a)(iii) shall not constitute an Event of Default hereunder; or
(b) the Issuer is in default in the performance of any other obligation under these Terms and Conditions and, if such default is capable of being remedied by the Issuer or the Guarantor, such default has not been so remedied within 30 days after written notification from any Noteholder requiring such default to be remedied has been given to the Issuer; or
(c) the Issuer is in default under any bond, debenture, note or other evidence of indebtedness (including indebtedness arising under a guarantee) for money borrowed or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer, whether such indebtedness now exists or is hereafter incurred, which has resulted in such indebtedness becoming or being declared due and payable, prior to the date on which it would otherwise have become due and payable, or any such indebtedness is not paid at the stated maturity thereof and such failure to pay continues beyond the grace period, if any, applicable thereto (except, in any of the foregoing cases, where the obligation to pay such indebtedness is being disputed in good faith); or
(d) the Issuer is adjudicated or found bankrupt or insolvent, or suspends payment, or any order or action is made or taken by any competent court or administrative agency (including, without limitation, in the case of SG Option Europe only, in relation to any protection proceedings, judicial rehabilitation or judicial liquidation), or any resolution is passed by the Issuer, to apply for judicial composition proceedings with its creditors or, in the case of SG Option Europe only, to apply for protection proceedings, judicial rehabilitation, judicial liquidation or voluntary liquidation or for the appointment of a receiver or trustee or other similar official in insolvency proceedings in relation to the Issuer or a substantial part of its assets, or the Issuer is wound up or dissolved; or
(e) in the case of any Series of Notes in respect of which the Guarantee is stated as being applicable, the Guarantee ceases to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or notice is given by the Guarantor which would cause the Guarantee to cease to be in full force and effect in respect of such Series of Notes, the Receipts or the Coupons, or is rendered void for any cause or by any means whatsoever or any legislation is introduced the result of which would be to remove the benefit of the Guarantee from the Notes, the Receipts or the Coupons, or terminate or amend the same in a manner materially adverse to the interests of the Noteholders, the Receiptholders or the Couponholders, or the Guarantor is unable to perform its obligations thereunder for any reason.
11. Replacement of Notes, Receipts, Coupons and Talons
Should any Note (except any Uncertificated Note) or (in the case of any Bearer Note) Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Fiscal Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes), subject to relevant stock exchange requirements and all applicable laws, upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence, security and indemnity and otherwise as the Issuer or, if applicable, the Guarantor may reasonably require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
12. Fiscal Agent and Paying Agents
The names of the initial Fiscal Agent, the initial Registrar and the other initial Paying Agent(s) and their initial specified offices are set out below (except with respect to Uncertificated Notes and SIS Notes) and the name(s) and specified office(s) of the Calculation Agent(s) are specified in the applicable Final Terms. In
addition, the Fiscal Agent may (with the prior written consent of the relevant Issuer and, if applicable, the Guarantor) delegate certain of its functions and duties in relation to Physical Delivery Notes to a settlement agent (the Settlement Agent). In relation to SIS Notes, the Issuer will maintain a Principal Swiss Paying Agent (which, in the case of Notes listed on the SIX Swiss Exchange, shall at all times be a bank or securities dealer that is subject to supervision by the Swiss Financial Market Supervisory Authority FINMA) whose duties will be set out in the Swiss Paying Agency Agreement. In relation to SIS Notes, references in these Conditions to the Fiscal Agent shall so far as the context permits be deemed to be references to the Principal Swiss Paying Agent.
The Issuer and the Guarantor are entitled to vary or terminate the appointment of any Paying Agent or Settlement Agent and/or appoint additional or other Paying Agents or Settlement Agents and/or approve any change in the specified office through which any Paying Agent or Settlement Agent acts, provided that (except with respect to Uncertificated Notes):
(a) so long as the Notes are listed on any stock exchange or admitted to trading or listing by another relevant authority, there will at all times be a Paying Agent (which may be the Fiscal Agent) and a Transfer Agent (which may be the Registrar) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange; and
(b) there will at all times be a Paying Agent (which may be the Fiscal Agent) with a specified office in a city in continental Europe; and
(c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent and a Paying Agent with a specified office in New York, New York; and
(d) there will at all times be a Paying Agent in a Member State of the European Union (a Member State) that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive (any such Directive or law, an EU Savings Directive Tax Law) to the extent that any Member State does not maintain any obligation to so withhold or deduct pursuant to any EU Savings Directive Tax Law; and
(e) there will at all times be a Fiscal Agent and a Registrar.
In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 or more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 15.
Notwithstanding the foregoing, the Issuer undertakes, in respect of any SIS Notes, that it will appoint and maintain a Principal Swiss Paying Agent having a specified office in Switzerland (which, in the case of Notes listed on the SIX Swiss Exchange, shall at all times be a bank or securities dealer that is subject to supervision by the Swiss Financial Market Supervisory Authority FINMA), and will at no time maintain a Paying Agent in respect of any CHF SIS Notes having a specified office outside Switzerland.
Notwithstanding the foregoing, in respect of Uncertificated Notes, the Issuer may appoint or (as the case may be) maintain a paying agent in each jurisdiction where Uncertificated Notes are registered and, if appropriate, for so long as any Uncertificated Notes are listed on the Luxembourg Stock Exchange, the Issuer will maintain a paying agent with a specified office in Luxembourg, all as specified in the applicable Final Terms. In respect of any Uncertificated Notes, the Issuer is entitled to vary or terminate the appointment of the relevant central securities depositary and clearing institution or the Additional Paying Agent, provided that the
Issuer will appoint another central securities depositary and clearing institution or Additional Paying Agent(s), as the case may be, each of them to be duly authorised, in the case of Swedish Uncertificated Notes, under the Swedish Financial Instruments Accounts Act (SFS 1998:1479), or, in the case of Finnish Uncertificated Notes, under the Finnish Act on Book-Entry System (826/1991). The central securities depositary and clearing institution and the Additional Paying Agent(s) appointed in respect of Uncertificated Notes act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust with, any Noteholders. The Issuer shall be entitled to obtain information from the registers maintained by the relevant central securities depositary and clearing institution for the purposes of performing its obligations under any Uncertificated Notes. In respect of Swedish Uncertificated Notes, the Issuer will, in accordance with the Swedish Financial Instruments Accounts Act (SFS 1998:1479), appoint (i) Euroclear Sweden as the central securities depositary and clearing institution, and (ii) an Additional Paying Agent for Swedish purposes. Such Additional Paying Agent shall be specified in the relevant Final Terms and shall have the characteristics described in Condition 7(f). In respect of Finnish Uncertificated Notes, Euroclear Finland will act as the central securities depositary and clearing institution and the Issuer will appoint an Additional Paying Agent for Finnish purposes as specified in the applicable Final Terms. In addition, the Issuer will appoint an Issuer Agent referred to in the rules of Euroclear Finland for Finnish purposes as specified in the applicable Final Terms.
In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and, if applicable, the Guarantor and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent. If in connection with any Series of Notes the Calculation Agent is Société Générale, its appointment will be governed by the terms of the Calculation Agency Agreement set out in Appendix 1 to the Agency Agreement. In the event that a Calculation Agent other than Société Générale is appointed in connection with any Series of Notes, the terms of its appointment will be summarised in the applicable Final Terms.
13. Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9. Each Talon shall, for the purposes of these Terms and Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet matures.
14. Substitution
In the case of Notes issued by SGA Société Générale Acceptance N.V. or SG Option Europe, the Issuer may be replaced and the Guarantor or any subsidiary of the Guarantor may be substituted for the Issuer as principal debtor in respect of the Notes, Receipts and Coupons, without the consent of the Noteholders, Couponholders or Receiptholders. If SGA Société Générale Acceptance N.V. or SG Option Europe determines that the Guarantor or any such subsidiary shall become the principal debtor (in such capacity, the Substituted Debtor), it shall give not less than 30 nor more than 45 days' notice, in accordance with Condition 15, to the Noteholders of such event and, immediately on the expiry of such notice, the Substituted Debtor shall become the principal debtor in respect of the Notes, Receipts and the Coupons in place of the Issuer and the Noteholders, Receiptholders and Couponholders shall thereupon cease to have any rights or claims whatsoever against the Issuer. However, no such substitution shall take effect:
(a) if the effect of such substitution would, at the time of such substitution, be that payments in respect of the Notes would be required to be made subject to any withholding or deduction which would not otherwise arise in the absence of such substitution;
(b) if the Substituted Debtor is not the Guarantor, until the Guarantor shall have entered into an unconditional and irrevocable guarantee substantially in the form of the Guarantee in respect of the obligations of such Substituted Debtor;
(c) in any case, until the Substituted Debtor shall have provided to the Fiscal Agent such documents as may be necessary to make the Notes and the Agency Agreement its legal, valid and binding obligations; and
(d) until such Substituted Debtor shall have been approved in writing by the relevant authorities as able to issue the relevant Notes.
Upon any such substitution, the Notes, Receipts, Coupons and Talons will be modified as required, and the Noteholders will be notified of the modified terms and conditions of such Notes, Receipts, Coupons and Talons in accordance with Condition 15.
15. Notices
(a) Notices regarding Notes other than SIS Notes
All notices regarding the Notes shall be deemed to be validly given if published in:
(a) a leading English language daily newspaper of general circulation in Europe (except in the case of Uncertificated Notes); and
(b) if and for so long as the Notes are admitted to trading on, and listed on the Official List of the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg and/or, at the option of the Issuer, the Luxembourg Stock Exchange’s website, xxx.xxxxxx.xx.
It is expected that any such publication in a newspaper will be made in the Financial Times in Europe and in the Luxemburger Wort or the Tageblatt in Luxembourg. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given (i) on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspaper(s) or (ii) in the case of publication on a website, on the date on which such notice is first posted on the relevant website.
Until such time as any Notes in definitive form are issued, there may, so long as the global Note(s) representing the Notes is or are held in its or their entirety on behalf of Euroclear and/or Clearstream, Luxembourg and/or DTC, be substituted for such publication in such newspaper(s), the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or DTC for communication by them to the holders of the Notes and in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of such stock exchange or relevant authority so require, such notice will be published in accordance with such rules. Any such notice shall be deemed to have been given to the holders of the Notes on (i) the fourth day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg and/or DTC, if “Four Day Delivery” is specified as the Clearing System Delivery Period in the applicable Final Terms or (ii) the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg and/or DTC, if “Same Day Delivery” is specified as the Clearing System Delivery Period in the applicable Final Terms.
All notices given to Noteholders (irrespective of how given) shall also be delivered in writing to:
(a) Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be (except in the case of Uncertificated Notes); and
(b) in the case of Notes listed on a stock exchange or admitted to trading by another relevant authority, to the relevant stock exchange or authority.
Notices to be given by any Noteholder (except in the case of Uncertificated Notes) shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Fiscal Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Notes are represented by a global Note, such notice may be given by any holder of a Note to the Fiscal Agent or the Registrar (as applicable) via Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be, in such manner as the Fiscal Agent or the Registrar (as applicable) and Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be, may approve for this purpose.
All notices to holders of Uncertificated Notes shall be:
(a) deemed to have been duly given if sent by mail to a Noteholder on the address registered for such Noteholder in the system of the relevant central securities depositary and clearing institution or in accordance with the legislation, rules and regulations applicable to, and/or issued by, the relevant central securities depositary and clearing institution. Any such notice shall be deemed to have been given, if sent by mail to the Noteholder, on the fourth day following the day the notice was sent by mail; and
(b) published in, if and for so long as the Uncertificated Notes are listed on the Luxembourg Stock Exchange, a daily newspaper of general circulation in Luxembourg.
All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered Notes are listed on a stock exchange and the rules of that stock exchange (or any other relevant authority) so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules.
(b) Notices regarding SIS Notes
So long as SIS Notes are listed on the SIX Swiss Exchange and so long as the rules of the SIX Swiss Exchange so require, all notices in respect of such Notes will be validly given without cost to the holders of the Notes through the Principal Swiss Paying Agent either (i) by means of electronic publication on the internet website of the SIX Swiss Exchange (xxx.xxx-xxxxx-xxxxxxxx.xxx) or (ii) otherwise in accordance with the regulations of SIX Swiss Exchange. Any notices so given will be deemed to have been validly given on the date of such publication or if published more than once, on the first date of such publication.
All notices concerning SIS Notes that are not listed on the SIX Swiss Exchange shall be published in a leading daily newspaper (which is likely to be the Neue Xxxxxxx Zeitung) having general circulation in Switzerland. Any notice so given shall be deemed to have been validly given on the date of such publication (or, if published more than once, on the date of the first such publication). Alternatively notices regarding SIS Notes not listed on the SIX Swiss Exchange can also be given by communication through the Principal Swiss Paying Agent to SIX SIS Ltd forwarding to the holders of the Notes. Any notice so given shall be deemed to have been validly given with the communication to SIX SIS Ltd.
16. Meetings of Noteholders, Modification and Waiver
The Agency Agreement contains provisions for convening meetings of the Noteholders (except holders of the Uncertificated Notes) to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes (except the Uncertificated Notes) the Receipts, the Coupons or certain provisions of the Agency Agreement. Such a meeting may be convened by the Issuer or the Guarantor at any time or by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding. The quorum at any such meeting for passing such Extraordinary Resolution is one or more persons holding or representing in the aggregate not less than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, Receipts or Coupons (including but not limited to modifying the date of maturity of the Notes, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, Receipts or Coupons), the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders. In relation to Subordinated Notes, such modifications may only be made to the extent that the Issuer has obtained the prior written approval of the Secrétariat général de la Commission bancaire.
The Fiscal Agent, the Issuer and the Guarantor may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of the Notes, the Receipts, the Coupons or the Agency Agreement which is (i) to cure or correct any ambiguity or defective or inconsistent provision contained therein, or which is of a formal, minor or technical nature or (ii) not prejudicial to the interests of the Noteholders, the Receiptholders and/or the Couponholders (provided the proposed modification does not relate to a matter in respect of which an Extraordinary Resolution would be required if a meeting of Noteholders were held to consider such modification) or (iii) to correct a manifest error or proven error or (iv) to comply with mandatory provisions of the law. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 15.
In respect of Uncertificated Notes, the Issuer may decide, without the consent of the Noteholders to (a) any modification of the Notes which is not materially prejudicial to the interests of the Noteholders; or (b) any modifications of the Notes which is of formal, minor or technical nature or is made to correct a manifest error or proven error or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated. Any such modification shall be binding on the relevant Noteholders and any such modification shall be notified to such Noteholders in accordance with Condition 15.
17. Further Issues
The Issuer shall be at liberty from time to time without the consent of the Noteholders, Receiptholders or Couponholders to create and issue further notes ranking pari passu in all respects and on the same Terms and Conditions (save for their Issue Date, Interest Commencement Date, Issue Price and/or the amount and date of the first payment of interest thereon), and so that the same shall be consolidated and form a single series with, the outstanding Notes.
18. Adjustments and Disruption
In the case of Physical Delivery Notes and Index Linked Notes, the applicable Final Terms and (if applicable) a Supplement to this Debt Issuance Programme Prospectus will (where applicable) contain provisions relating to adjustments with respect to Underlying Assets, any underlying index or indices, settlement
disruption and market disruption (including, without limitation and where necessary, appropriate definitions of Potential Adjustment Events, Settlement Disruption Events and Market Disruption Events and details of the consequences of such events), except that for Physical Delivery Notes or Notes that are Equity Linked Notes, Commodity Linked Notes, Credit Linked Notes or Managed Assets Portfolio Linked Notes such adjustments with respect to the underlying, and any settlement disruption or market disruption, shall be subject to the provisions of the Technical Annex, unless otherwise provided in the applicable Final Terms.
19. Contracts (Rights of Third Parties) Xxx 0000
The Notes shall not confer any rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of the Notes, but this does not affect any right or remedy of a third party which may exist or is available apart from that Act.
20. Governing Law and Submission to Jurisdiction
The Agency Agreement, the Deed of Covenant, the Deed Poll, the Portfolio Management Deed (if any), the Guarantee, the Notes (except Uncertificated Notes, which shall be governed by, and construed in accordance with, the laws of the jurisdiction specified in the applicable Final Terms), the Receipts and the Coupons and any non-contractual obligations arising out of or in connection with the Agency Agreement, the Deed of Covenant, the Deed Poll, the Portfolio Management Deed (if any), the Guarantee, the Notes, the Receipts and the Coupons will be governed by, and shall be construed in accordance with, English law, other than Condition 3(b) which, if applicable, is governed by, and shall be construed in accordance with, French law.
The Issuer irrevocably agrees, for the benefit of the Noteholders, the Receiptholders and the Couponholders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes, the Receipts and/or the Coupons and accordingly submits to the exclusive jurisdiction of the English courts.
The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Noteholders, the Receiptholders and the Couponholders may take any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with the Notes, the Receipts and the Coupons and any non-contractual obligations arising out of or in connection with the Notes, the Receipts and the Coupons against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
The Issuer appoints Société Générale, London Branch (SGLB), currently of XX Xxxxx, 00 Xxxxx Xxxx, Xxxxxx XX0X 0XX, as its agent for service of process, and undertakes that, in the event of SGLB ceasing so to act or ceasing to be registered in England, it will appoint another person as its agent for service of process in England in respect of any Proceedings. Nothing herein shall affect the right to serve proceedings in any other manner permitted by law.
The Issuer and, where applicable, the Guarantor have in the Agency Agreement, the Deed of Covenant, the Deed Poll, the Portfolio Management Deed (if any) and the Guarantee submitted to the jurisdiction of the English courts and appointed an agent for service of process in terms substantially similar to those set out above.