Call Spread Warrant on FTSE100

Transcription

1 Call Spread Warrant on FTSE100 TERMS AND CONDITIONS Launch Date 29 th March 2011 Issue Date 6 th April 2011 Issuer Guarantor Manager Warrant Agent Paying agent Underlying Type Settlement Price SGA, Société Générale Acceptance N.V. Société Générale Paris (A+, Standard & Poor) Société Générale, Paris Computershare Computershare FTSE100 Index (Reuters.FTSE) European Warrants with automatic exercise at maturity The Settlement Price is determined by the official expiration value of the underlying Settlement Amount i. If the Settlement Price is greater than Lower Level, a GBP amount equal to the lowest of {Settlement Price Lower Level ; Upper Level Lower Level} ii. If the Settlement Price is equal to or lower than the Lower Level, zero Tranche Type Last Trading day Lower Level Upper Level Issue Price ( ) Issue Size SEDOL ISIN EPIC A Call Spread 17 June ,000 7, ,310 B5VQ8X0 CWN8138G1645 CS13 * These terms and conditions are indicative and may change with market fluctuations. Minimum Trading Settlement Settlement Date Secondary Market Reuters Page Listing Clearings Applicable Law One Warrant Cash settlement only Six Business Days following the last trading day SG's commitment as market maker implies a commitment to abide by the relevant regulations of the London Stock Exchange. Prices will be quoted on SGLP Application will be made on the London Stock Exchange CREST UK

2 IMPORTANT INFORMATION FOR INVESTORS Investors must read carefully the information provided in the section Important information for investors below. In particular, the attention of investors is drawn to the following: This document is issued in the United Kingdom by the London Branch of Société Générale. Société Générale is a French credit institution (categorised as a bank) authorized and regulated by the Autorité de Contrôle Prudentiel (the French Prudential Control Authority) and the Autorité des Marchés Financiers (the French Financial Markets Authority). Société Générale is subject to limited regulation by the Financial Services Authority in the United Kingdom. Details of the extent of our regulation by the Financial Services Authority are available from us on request. Although information contained herein is from sources believed to be reliable, Société Générale makes no representation or warranty regarding the accuracy of any information. Any reproduction, disclosure or dissemination of these materials is prohibited. The information in this document is, to Société Générale's knowledge, reliable and accurate but this cannot be guaranteed. The views of Société Générale reflected in this document may change without notice. Figures included in this document take no account of personal tax liability. The value of securitised derivatives may be exposed to fluctuations in rates of exchange, and these may have an adverse effect on the value or price of the securitised derivatives. The value of securitised derivatives can go down as well as up. Recipients of this document who intend to subscribe for notes, certificates, securitised derivatives, preference shares or any other securities (howsoever described) are reminded that any such application may only be made on the basis of the information contained in the related Reference Document, Debt Issuance Programme Prospectus and related Final Terms, Private Placement Memorandum or document of analogous effect and any amendments or supplements thereto (including the documents incorporated by reference therein), which may be different from the information contained in this document. No investment decision should be taken without reading all legal documentation relating to this product. Copies of all legal documentation relating to this product may be obtained from Société Générale at Exchange House, Primrose St, London EC2A 2HT upon request. The terms and conditions are indicative and may change with market fluctuations. No investment advice Nothing in this document constitutes advice on the merits of buying, or selling a particular investment or exercising any right conferred by the securitised derivative described. Société Générale does not offer investment advice in respect of these products. Disclosure of Interest Société Générale or its associates may from time to time have a position, or material interest in the products described in this document or the investments underlying them. Generally Société Générale will be the only market maker in the products described in this document and will or may have provided significant advice in relation to the products described in this document and the investments underlying them.

3 Market information Any market information displayed in this document is based on data at a given moment and may change from time to time. The accuracy, completeness or relevance of the information which has been drawn from external sources is not guaranteed although it is drawn from sources believed to be reliable. Société Générale shall not assume any liability in this respect. More information More information can be obtained from the Société Générale website, RISKS The product described within this document is not suitable for everyone. Investors' capital is at risk. Investors should not deal in this product unless they understand its nature and the extent of their exposure to risk. This document cannot disclose all the risks and other significant aspects of securitised derivatives. You should study the risk factors attaching to these products that are disclosed in the legal documentation relating to this product and throughout this document. Prior to any investment in this product, you should make your own appraisal of the risks from a financial, legal and tax perspective, without relying exclusively on the information provided by us. We recommend that you consult your own independent professional advisors. Guarantor Risk For the products benefiting from a guarantee by Société Générale or by any other entity of the Société Générale group (hereinafter referred to as the Guarantor ), the due and punctual payment by the principal debtor of any sums owed in respect of these products is guaranteed by the Guarantor, according to the terms and subject to the conditions set forth in such a guarantee, available at the Guarantor s office on request. Consequently, the investor bears a credit risk on the Guarantor. Counterparty risk Insofar as payments are due by Société Générale (or any successor) in its capacity as counterparty, debt issuer, deposit bank or guarantor, investors are exposed to a credit risk on Société Générale (or its successor). In the case where payments are due, for any reason, by an entity other than Société Générale and Société Générale does not act as guarantor, investors are exposed to a credit risk on such an entity. This product is issued by Société Générale Acceptance N.V., a member of the Société Générale group of companies. Any failure of Société Générale Acceptance N.V. to perform obligations when due may result in the loss of all or part of an investment. Investors should note that holdings in this product will not be covered by the provisions of the Financial Services Compensation Scheme, nor by any similar scheme in Curaçao, if any. Volatility

4 The value of the product can go down as well as up and can be subject to volatility due to factors such as price changes in the underlying instrument and interest rates. In certain circumstances, the marked-to-market value of the product may be substantially lower than the amount initially invested. As a result, investors are potentially exposed to total loss of their initial investment. Risks relating to unfavourable market conditions Fluctuations in the marked-to-market value of the product may require the investor to reduce or liquidate in whole or in part its investment in the product before its scheduled maturity, whether in order to comply with its contractual or regulatory obligations or for other reasons. As a consequence, the investor may have to liquidate the product under unfavourable market conditions. This risk will be increased if the product includes leverage. Leverage-related risk The effect of leverage on a product is to magnify both returns and losses in proportion to the amount of leverage contained or embedded in that product. Accordingly, where the product described in this document contains or embeds any leverage, the value of that product is likely to reflect, in a magnified manner, any variation in the value of the underlying instrument(s). Currency exchange risk Where the return on the product described in this document is expressed as being subject to currency exchange risk, this means that the potential return for the investor may increase or decrease as a result of currency fluctuations. Liquidity risk For the avoidance of doubt, an illiquid product is one that cannot be readily converted into cash. Where the product described herein is described as subject to any limitations in respect of its liquidity, howsoever described, this means that certain market circumstances may have a negative effect on its liquidity and may even render it entirely illiquid. No capital or principal protection Where a product is not expressed to benefit from capital or principal protection, its redemption value may be lower than the amount initially invested. In a worst case scenario, investors could sustain the loss of their entire investment. Limitations of capital or principal protection Where a product is expressed to benefit from capital or principal protection, such protection will only apply to the extent specified in the final documentation relating to the product. Protection may apply to less than 100% of the amount initially invested. Protection will only apply at the date or dates specified in the final documentation (for example at the scheduled date of maturity) and will not apply in the event of redemption or sale at any other date or dates. Where a product is described as 100% capital- or principal-protected, there is still a risk that any failure by a party (including Société Générale) to perform obligations when due may result in the loss of all or part

5 of an investment. Such risk will exist even on the date or dates where the benefit of capital or principal protection is specified to apply. APPROPRIATENESS AND SUITABILITY 1. Appropriateness Test: Securitised derivatives are classified as complex financial products and therefore prior to trading these products with your broker they will be required to assess whether you have necessary knowledge and experience in order to understand the risks involved in dealing in warrants and other securitised derivatives Suitability Test: The purpose of the suitability test is to ensure that the products and services offered meet the client s investment objectives. In addition it ensures that the client shall be able financially to bear, and have the necessary experience and knowledge to understand, the risks involved with the investment. When providing personal recommendations in relation to securitised derivatives your advisor must have undertaken a suitability test and must only recommend products and services that are in accordance with the results of the suitability test. SELLING RESTRICTIONS AND PUBLIC OFFERS General selling restrictions The product described in this document may be subject to restrictions either with regard to certain persons or in certain countries under national regulations applicable to such persons or in such countries generally. It is each investor s responsibility to ascertain that it is authorised to invest in or otherwise subscribe for or transact in relation to the product described in this document. By entering into such investment, subscription or transaction (howsoever described), each investor is deemed to certify to Société Générale that it is duly authorised to do so. The underlying instrument(s) of certain products may not be authorised to be marketed in the country(ies) where such products are offered. The attention of investors is drawn to the fact that the offering of these products in this (these) country(ies) in no way constitutes an offer to subscribe to, or purchase, the underlying instrument(s) in such country(ies). This product is intended for investors who intend to trade in listed warrants in the United Kingdom. It is not provided to any person who is a resident of any other country. In particular, the investments can be neither offered nor transferred in the United States. United States of America This document does not constitute an offer for sale of securities in the United States of America and the product herein described will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ). The product can be neither offered nor transferred in the United States of America without being registered or being exempted from registration under the U.S. Securities Act.

6 Regulation S issuances: The product is offered only outside the United States of America in compliance with Regulation S promulgated under the U.S. Securities Act ( Regulation S ) to a selected group of investors only in Offshore Transactions with Non-U.S. Persons (each as defined in Regulation S). The product may be reoffered and sold only to Non-U.S. Persons in Offshore Transactions pursuant to the resale provisions of Regulation S. No person is obligated or intends to register the product under the U.S. Securities Act or any state securities laws in the United States of America. Rule 144A issuances: The product may only be sold and transferred in compliance with Rule 144A of the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ) or Regulation S of the U.S. Securities Act. The product may only be purchased in the United States of America by investors who are Qualified Institutional Buyers as defined in Rule 144A and Qualified Purchasers, as defined for purposes of Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended. Please see the appropriate section of the Issuer s prospectus for details. Public offering / private placement The product may not be offered to the public in countries that are not expressly referred to, in this document, as countries in which the public offer of the product is authorised. Any investor in the product is therefore invited to refer to this document in order to determine whether the product may be offered to the public in the country where the investor is located. If France is not expressly referred to, in this document, as a country in which a public offer of the product is authorised, the product shall not be allowed to be offered to the public in France. As a consequence, no prospectus will be approved by the Autorité des Marchés Financiers for this product. The persons or entities listed in article L II 2 of the French financial and monetary code will only be able to invest in this product for their own account in France in compliance with the provisions of articles D , D , D , D , D and D of the French financial and monetary code; the direct or indirect offer or sale to the public in France of these securities will be possible only if the provisions of articles L , L , L and L to L of the French financial and monetary code are complied with. If France is expressly referred to in this document as a country in which a public offer of the product is authorised, the product shall be allowed to be offered to the public in France. A prospectus for this product will either be approved by the Autorité des Marchés Financiers or passported into France in accordance with applicable regulations. For any country within the European Economic Area not expressly referred to, in this document, as a country in which a public offer of the product is authorised, no prospectus has been approved in that country by the local regulator and the product may not be distributed in that country by way of an offer of securities to the public, as defined in Article 2.1 (d) of Directive 2003/71, as amended from time to time (the Directive ), save in those circumstances (commonly called private placement ) set out in Article 3.2 of the Directive. For any country outside the European Economic Area not expressly referred to, in this document, as a country in which a public offer of the product is authorised, no prospectus has been approved in that country by the local regulator and the product cannot be distributed in that country by way of an offer of securities to the public.

7 GENERAL INFORMATION ] Index Disclaimer Where a product is expressed to be referenced directly or indirectly to an index that is not owned by a member of the Société Générale group of companies, your attention is drawn to the following: The index referred to in this document (the Index ) and its registered trademarks are the intellectual property of the index owner and/or its licensors ( Licensors ) and are used under licence. Any product described herein that is based on or linked to the Index is in no way sponsored, endorsed, sold or promoted by the index owner and/or its Licensors and neither shall have any liability with respect thereto. Société Générale does not guarantee the accuracy and/or the completeness of the composition, calculation, dissemination and adjustment of the Index, nor of the data included therein. Société Générale shall have no liability for any errors, omissions, interruptions or delays relating to the Index. Société Générale makes no warranty, whether express or implied, relating to (i) the merchantability or fitness for a particular purpose of the Index, and (ii) the results of the use of the Index or any data included therein. Société Générale shall have no liability for any losses, damages, costs or expenses (including loss of profits) arising, directly or indirectly, from the use of the Index or any data included therein. The levels of the Index do not represent a valuation or a price for any product referencing such Index. A summary of the Index rules is available from the Licensors. Alternatively, where a product is expressed to be referenced directly or indirectly to an index that is owned by a member of the Société Générale group of companies, your attention is drawn to the following: The index referred to in this document (the Index ) is the sole and exclusive property of Société Générale (the Index Sponsor ). The rules of the Index (the Index Rules ) define the calculation principles of the Index and the consequences on the Index of extraordinary events which may affect one or several of the underlyings on which it is based. The Index Rules are available upon request from the Index Sponsor. Société Générale makes no warranty, whether express or implied, relating to (i) the merchantability or fitness for a particular purpose of the Index, and (ii) the results of the use of the Index or any data included therein. Société Générale shall have no liability for any losses, damages, costs or expenses (including loss of profits) arising, directly or indirectly, from the use of the Index or any data included therein. The levels of the Index do not represent a valuation or a price for any product referencing such Index. A summary of the Index rules is available either online on the website or if not online, upon written request made to Société Générale. Where a product is expressed to be referenced directly or indirectly to an index that is owned by a member of the Société Générale group of companies and that index is a proprietary trading index, your attention is also drawn to the following: Where Société Générale holds the product described in this document and also holds other positions exposing it to the Index for its own account, the replication of the Index is made in the same manner by a single team within Société Générale, be it for the purpose of hedging the product held by external investors or for the purpose of the positions held by Société Générale acting for its own account. Société

8 Générale may take positions in the market for the financial instruments or other assets comprising or underlying the Index, whether as liquidity provider or otherwise. Extraordinary Events, Methods of adjustment or substitution and Early redemption or termination Where specified as applicable in relation to this product, the occurrence of extraordinary events which may affect one or several of the underlying instrument(s) to which this product is linked or on which it is based may, pursuant to the terms and conditions relating to this product trigger (i) the implementation of methods of adjustment or substitution or (ii) the early redemption or the early termination of this product. The terms and documents relating to this product may also provide for the early termination or early redemption of the product, regardless of the occurrence of extraordinary events. In all cases, the amount repaid by Société Générale may be less than the amount initially invested. Information on commissions, remunerations paid to, or received from third parties If, under applicable laws and regulations, any person (the Interested Party ) is required to disclose to prospective investors in the product any commission or remuneration that Société Générale pays to, or receives from, such Interested Party in respect of the product, the Interested Party shall be solely responsible for compliance with such laws and regulations. Secondary market warning SG Option Europe is the only market maker in SG Covered Warrants. Under normal conditions SG Option Europe will endeavour to provide a market-making service. Such arrangements may be temporarily or indefinitely curtailed as a result of technical problems within companies of the SG Group or the London Stock Exchange or data vendors or telecommunications carriers, or in the event of pending announcements by or difficulties in procuring information on underlying companies. We are committed to ensure our warrant prices are always broadcast, however due to factors often out of our control e.g. technical issues with providers' feeds, there may be occasions whereby our securitised derivatives' prices are not broadcast. In such events, we will always endeavour to do whatever is in our power to resolve these issues promptly. Secondary market risk is the risk that investors may not be able to open or close a securitised derivatives position at the desired price. Although there is no general undertaking from Société Générale to buy back, early terminate or propose prices during the life of such products, Société Générale may expressly commit to do so on a case by case basis. The performance of this commitment shall depend on (i) general market conditions and (ii) the liquidity conditions of the underlying instrument(s) and, as the case may be, of any other hedging transactions. The price of such products (in particular, the bid/offer spread that Société Générale may propose from time to time for the repurchase or early termination of such products) will include, inter alia, the hedging and/or unwinding costs generated by such a buy back for Société Générale. Société Générale and/or its subsidiaries cannot assume any responsibility for such consequences and for their impact on the transactions relating to, or investment into, the relevant products. For more information regarding liquidity, your attention is directed to the Secondary Market or repurchase provisions in the legal documentation relating to this product. SG policy on accounting rules

9 Investors should be aware that specific French accounting rules mean that, as a matter of policy, Société Générale classes this securitised derivative as a debt instrument for the purposes of internal classification. Such classification is internal to Société Générale and does not determine any external classification or treatment (whether legal, accounting, fiscal or otherwise) of this securitised derivative. Neither Société Générale nor any other member of the Société Générale group of companies is offering advice on such classification in any country, including but not limited to France, nor does it assume any responsibility for such classification. This disclaimer should not be interpreted as a definitive statement in relation to the matters it describes and Investors should seek independent advice in relation to, inter alia, the legal, tax and accounting treatment of this securitised derivative before entering into any investment. Confidentiality This document is confidential and may not be communicated to a third party (with the exception of your external advisors on the condition that they themselves respect such confidentiality) without prior written consent from Société Générale. Trademarks The name, logo and trademarks of Société Générale SA and its affiliates ('SG') are reproduced by permission of SG. Where any warrant is based on an index, the index provider will have no liability to you in respect of its activities in respect of that index. Corporate actions notice As a result of corporate actions such as rights issues, share splits, share buy backs and take over and mergers, the parity and strike levels of securitised derivatives may be adjusted to reflect such activity. The reason for this is to ensure that securitised derivatives investors are not disadvantaged or gain undue benefit by equity adjustments. When such a change takes place, if you require any further information please do not hesitate to contact us. Further information regarding the calculation of the changes can be supplied upon request. Contact For any queries regarding Société Générale securitised derivatives, please contact listedproducts@sgcib.com.