SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS

Transcription

1 SGA SOCIETE GENERALE ACCEPTANCE N.V. FINAL TERMS IN RESPECT OF CALL AND PUT WARRANTS ON DOW JONES INDUSTRIAL AVERAGE SM INDEX (the SDs) ISSUED UNDER THE SECURITISED DERIVATIVES PROGRAMME THE SECURITISED DERIVATIVES DOCUMENTED HEREIN ARE INTENDED FOR PURCHASE BY INVESTORS, ALL OR SOME OF WHOM MAY OR MAY NOT BE INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 25 June 2012 as supplemented by any supplement to the Base Prospectus (the Base Prospectus), 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 SDs described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Guarantor and the offer of the SDs is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, and any supplement to the Base Prospectus, is available for viewing during normal business hours at the registered office of the Issuer and the specified office of the Agent. The SDs, the Guarantee and any securities to be issued or delivered on the exercise or redemption of the SDs have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state of the United States. The SDs and the Guarantee are being sold only outside the United States to non-u.s. persons in accordance with Regulation S under the Securities Act. Accordingly, the Warrants may not be exercised and the SDs, the Guarantee and any securities to be issued or delivered on exercise or redemption of the SDs may not be offered or sold to any person in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act). Furthermore, trading in the SDs has not been approved by the United States Commodity Futures Trading Commission and neither the Guarantor or the Issuer has been or will be registered as a commodity pool operator under the rules promulgated under the United States Commodity Exchange Act of 1936, as amended, and no U.S. person may at any time trade or maintain a position in the SDs. The Issuer has not registered and does not intend to register as an investment company under the United States Investment Company Act of 1940, as amended. References herein to numbered Conditions are to the terms and conditions of the SDs (the Conditions) and words and expressions defined in the Conditions shall bear the same meaning in these Final Terms, save as where otherwise provided. Subject as provided below, the Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. The information relating to the Index contained herein has been accurately reproduced from information published by Reuters and the Sponsor (as defined below). So far as the Issuer is aware and/or the Guarantor is able to ascertain from information published by Reuters and the Sponsor no facts have been omitted which would render the reproduced information misleading. The Dow Jones Industrial Average SM is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC (CME), and has been licensed for use. Dow Jones, Dow Jones Industrial

2 Average SM and Dow Jones Indexes are service marks of Dow Jones Trademark Holdings, LLC (Dow Jones) and have been licensed to CME and have been licensed for use for certain purposes by the licensee. The product is not sponsored, endorsed, sold or promoted by Dow Jones, CME or their respective affiliates. Dow Jones, CME and their respective affiliates make no representation or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly. The only relationship of Dow Jones, CME or any of their respective affiliates to the Licensee is the licensing of certain trademarks, trade names and service marks of Dow Jones and of the Dow Jones Industrial Average SM, which is determined, composed and calculated by CME without regard to the licensee or the product. Dow Jones and CME have no obligation to take the needs of the licensee or the owners of the product into consideration in determining, composing or calculating Dow Jones Industrial Average SM. Dow Jones, CME and their respective affiliates are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the product to be issued or in the determination or calculation of the equation by which the product are to be converted into cash. Dow Jones, CME and their respective affiliates have no obligation or liability in connection with the administration, marketing or trading of the product. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the product currently being issued by the licensee, but which may be similar to and competitive with the product. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Dow Jones Industrial Average SM. It is possible that this trading activity will affect the value of the Dow Jones Industrial Average SM and product. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN AND DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. DOW JONES, CME AND THEIR RESPECTIVE AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, CME OR THEIR RESPECTIVE AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN CME AND THE LICENSEE, OTHER THAN THE LICENSORS OF CME. MAIN PROVISIONS 1. Issuer: 2. Type of Securitised Derivatives: SGA Societe Generale Acceptance N.V. - Series A: Retail Single Index Cash Settled European Style Call Warrants - Series B: Retail Single Index Cash Settled European Style Call Warrants - Series C: Retail Single Index Cash Settled European Style Put Warrants 3. Number of Warrants/Aggregate - Series A: 5,000,000 2

3 Nominal Amount of Certificates: - Series B: 5,000,000 - Series C: 5,000, Specified Denomination: 5. Consolidation: 6. Issue Date: 19 June Issue Price: - Series A: GBP 0.71 per SD - Series B: GBP 0.54 per SD - Series C: GBP 0.81 per SD 8. Determination Date (Certificates)/Expiration Date (European Style Warrants)/Exercise Period (American Style Warrants): 9. Settlement Date (Warrants)/Maturity Date (Certificates): - Series A: 20 June Series B: 20 June Series C: 20 June 2014 or (if such date is not a Business Day) the immediately succeeding Business Day As set out in the Conditions 10. Settlement Currency: GBP UNDERLYING 11. Index Securitised Derivatives: Applicable 11.1 Index/Indices: Dow Jones Industrial Average SM 11.2 Sponsor(s): Dow Jones & Company, Inc 11.3 Exchange(s): The New York Stock Exchange 11.4 Related Exchange(s): The Chicago Mercantile Exchange, The Chicago Board of Trade 11.5 Reference Page(s): For information purposes only, details of the level of the Index can be found on Reuters code.dji 11.6 Actual Maturity Date: The actual maturity date of the futures and/or options contracts relating to the Underlying and traded on the Related Exchange falling in the month of the Expiration Date Actual Maturity Value: The official clearing value of the futures and/or options contracts relating to the Index and traded on the Related Exchange maturing 3

4 on the Actual Maturity Date Adjustments in case of events relating to Index/Indices: As set out in Condition Other provisions: 12. Share Securitised Derivatives and GDR Securitised Derivatives 13. Debt Instrument Securitised Derivatives 14. Credit Linked SDs provisions 15. Currency Securitised Derivatives 16. Commodity Securitised Derivatives 17. Interest Rate Securitised Derivatives 18. Fund Securitised Derivatives 19. Securitised Derivative Securitised Derivatives 20. Additional provisions relating to open ended SDs: Not Applicable Not Applicable INTEREST/COUPON 21. Provisions relating to Fixed Rate SDs: 22. Provisions relating to Floating Rate SDs: BASKET 23. Provisions relating to Basket SDs: EXERCISE/REDEMPTION AND SETTLEMENT 4

5 24. Issuer option to vary settlement: 25. Cash Settlement Amount (Warrants)/Redemption Amount (Certificates): As set out in the Conditions 26. Settlement Price(s): USD 1.00 multiplied by (i) the closing quotation of the Index on the relevant Valuation Date or (ii) the Actual Maturity Value if the Valuation Date falls on the Actual Maturity Date 27. Termination or adjustments in the case of increased cost of hedging: 28. Trigger Early Expiration Option: As set out in Condition Notional Amount: 30. Parity: - Series A: 1,000 - Series B: 1,000 - Series C: 1, Valuation Date(s): As per the Conditions 32. Conversion Rate: A GBP/USD exchange rate based on the daily fixing of the EUR/USD, EUR/GBP exchange rates as announced by the European Central Bank on Reuters page ECB37 and as determined on the immediately succeeding Business Day of the relevant Valuation Date. 33. Substitute Conversion Rate: As set out in the Conditions 34. Entitlement: 35. Evidence of Entitlement: 36. Delivery of Entitlement: 37. Reference Period: 38. Reference Range: 39. Exercise provisions applicable to Warrants Applicable 39.1 Exercise: Automatic Exercise 5

6 39.2 Exercise Price: - Series A: (USD) 15,500 per SD - Series B: (USD) 16,000 per SD - Series C: (USD) 14,000 per SD 39.3 Minimum Exercise Number: 39.4 Maximum Exercise Number: 40. Provisions applicable to Certificates GENERAL PROVISIONS 41. Business Day Centre: 42. Trading Day: As set out in the Conditions 43. Date of Board of Directors approval: As of 14 June Minimum Trading Number: One SD 45. Additional selling restrictions: 46. Indicative last trading day: - Series A: 19 June Series B: 19 June Series C: 19 June Distribution: Distribution on a non-syndicated basis 48. Modifications to the Conditions, other terms or special conditions: Not Applicable LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of securitised derivatives described herein pursuant to the Securitised Derivatives Programme of SGA Societe Generale Acceptance N.V. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. 6

7 PART B OTHER INFORMATION 1. LISTING (i) Listing: London (ii) Admission to trading: Application has been made for the SDs to be admitted to trading on the London Stock Exchange with effect from the Issue Date. 2. RATINGS 3. NOTIFICATION AND AUTHORISATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Manager(s), so far as the Issuer is aware, no person involved in the issue of the SDs has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 6. YIELD 7. HISTORIC INTEREST RATES 8. PERFORMANCE OF UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING (a) INDEX/BASKET OF INDICES For Call Warrants, the further the Underlying is above the Exercise Price, the higher the value of the Warrant at expiration. If the Underlying is at or below the Exercise Price at expiration, the value of the Warrant is zero. For Put Warrants, the further the Underlying is below the Exercise Price, the higher the value of the Warrant at expiration. If the Underlying is at or above the Exercise Price at expiration, the value of the Warrant is zero. Prior to expiration, the value of the SD is affected by numerous factors, including changes in the value of the underlying asset, time to expiration, interest and exchange rates, changes in 7

8 dividend or coupon payments as well as levels of market volatility. These may have a net positive or negative impact on the value of the SDs. More information can be obtained from the SG website (b) SHARE/GDR/BASKET OF SHARES/BASKET OF GDRs/ BASKET OF SHARES and GDRs (c) DEBT INSTRUMENT/BASKET OF DEBT INSTRUMENTS (d) REFERENCE ENTITY AND REFERENCE OBLIGATION / BASKET OF REFERENCE REFERENCE ENTITIES / OBLIGATIONS (e) RATE[S] OF EXCHANGE/CURRENCIES/BASKET OF CURRENCIES (f) COMMODITY/BASKET OF COMMODITIES (g) SECURITISED DERIVATIVE/BASKET OF SECURITISED DERIVATIVES (h) DYNAMIC BASKET 9. PUBLIC OFFERS 10. OPERATIONAL INFORMATION (a) ISIN Code: - Series A: CWN8140N Series B: CWN8140N Series C: CWN8140N5049 (b) SEDOL Code: - Series A: BBM54F2 - Series B: BBM54G3 - Series C: BBM54H4 (c) Any additional or alternative or Operator or clearing system: 8

9 (d) Agent and specified office: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom (e) Calculation Agent: Societe Generale, Paris (f) Secondary trading: SG Option Europe has a firm commitment to act as intermediary in secondary trading, providing liquidity through bid and offer rates. 9