Skandia Sustainable Investment 2015/1

Transcription

1 Skandia Sustainable Investment 2015/1 Type Issuer Guarantor Establishment in Switzerland EMTN (Euro Medium Term Note) SGA Société Générale Acceptance N.V. Registered office: Curaçao, Netherlands Antilles Société Générale - Registered Office: Paris, France - Rating: Moody s Aa2 / Standard & Poors AA Société Générale Zurich Branch Sihlquai 253 Case Postale Zurich- Switzerland Calculation Agent Currency Société Générale Asset Management Banque () Registered Office: Paris- La Défense - France CHF Issue Size CHF Nominal Amount Issue Price Minimum Subscription Amount CHF per Note 100% of Nominal Amount CHF Subscription Period from July 2, 2007 until and including September 28, 2007 Issue Date 12 th October 2007 Maturity Date 12 th October 2015 Business Day (s) Business Day Convention Redemption at Maturity Paris, Luxembourg, Zurich, Bruxelles and Target Following Business Day Convention Each Noteholder will receive on the Maturity Date in respect of each Note as Final Redemption Amount a cash amount equal to the higher of: - Nominal Amount 100% - Nominal Amount 100% Portfolio Value Final Portfolio Value - Portfolio Value Initial Initial circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

2 - Nominal Amount 100% 85% MaxPortfolio Value Portfolio Value Portfolio Value Initial Initial Portfolio Value Final : Portfolio Value as determined by the Calculation Agent on the Final Valuation Date (which is expected to be the fifth (5th) Business Day before the Maturity Date). Portfolio Value Initial : Portfolio Value on the Issue Date (=100% of the Nominal Amount) Max Portfolio Value: The highest Portfolio Value as determined by the Calculation Agent on each Valuation Date between the Issue Date and the Final Valuation Date (both dates included). The MAX Portfolio Value is at least equal to the Portfolio Value Initial. The Noteholder(s) will be entitled to a cash settlement only. Portfolio Value In respect of each Note an amount in CHF equal to the market value of the Portfolio on any Valuation Date determined by the Calculation Agent. The Portfolio Value per Note will be determined on the basis of (i) the official net asset value of the funds composing the Portfolio when a daily net asset value is published and (ii) an estimated net asset value determined by the Calculation Agent with respect to the funds composing the Portfolio when a daily net asset value is not published. Whenever the Calculation Agent calculates the Portfolio Value or the Final Redemption Amount, it will do so in good faith, in its sole discretion and its determinations and calculations will be final and binding in the absence of manifest error. Valuation Date Under normal market conditions and subject to the liquidity in the shares of any Fund composing the Risky Asset each last Business Day of each calendar week as from the Issue Date (excluded) until the Final Valuation Date (included). Secondary Market Under normal market conditions and subject to the liquidity of the shares in any Fund composing the Risky Asset will organise a weekly secondary market of the Notes until 10 Business Days before the Maturity Date for a minimum nominal amount per order of CHF The terms of the secondary market, (including the relevant bid price), may vary notably according to the Portfolio Value, the referred liquidity conditions of the shares in any Fund or successor Funds, the redemption proceeds received by in respect of the shares held in the Fund(s), and/or to the occurrence of an Adjustment or Extraordinary Events relating to any Funds/Units. circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

3 Subject to the provisions hereabove Buy Back Orders will be executed on D day with a bid/offer spread of 1 % of the Nominal Amount, where D is the last Business Day each week. PURCHASE : Prior Notice: Irrevocable Purchase Order will be received on D - 2 Business Days before 12:00 AM (Paris time) Communication Date of the Offer Price per Note (spread included) : D + 2 Business Days Purchase Amount Payment Date and Delivery of the purchased Notes: D + 4 Business Days BUY BACK : Prior Notice: Irrevocable Buy Back Order will be received on D - 2 Business Days before 12:00 (Paris time) Communication Date of the Bid Price per Note (spread included): D + 2 Business Days Buy Back Amount Payment Date and Delivery of the repurchased Notes: D + 7 Business Days Clearing Paying Agent Listing ISIN Code Telekurs Code Applicable Law Jurisdiction Clearstream, Euroclear, SEGA Société Générale Bank&Trust 11, avenue Emile Reuter 2040 Luxembourg The Notes will not be listed TBD TBD English law Non-exclusive jurisdiction of the High Court of Justice in England process agent for the Issuer: Société Générale, London Branch, (SGLB), currently of SG House, 41 Tower Hill, London EC3N 4SG circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

4 This simplified prospectus is available on the following website: circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

5 Portfolio Portfolio Portfolio Manager Risky Asset Portfolio of assets composed of the Risky Asset, the Non-Risky Asset including, if any, cash borrowing linked to the purchase of any Risky Asset as managed by the Portfolio Manager. Société Générale Asset Management Alternative Investments (SGAM AI) Head Office : Paris- La Défense - France A basket of Risky Funds and (if any) of Other Instruments related to them managed by the Portfolio Manager with the following characteristics Asset Class Initial Allocation Equity ***************************** Fund Manager ISIN Code Quotation Place Initial Weight Pictet European Sustainable Equities Fund Pictet LU Luxembourg 25.0% Dexia Sustainable Europe Dexia Asset Management BE % AGF Valeurs Durables AGF FR % Julius Baer SAM Sustainable Leaders Julius Baer Multipartner LU Luxembourg 10.0% ING Invest Sustainable Growth ING Investment Management/ Luxembourg LU Luxembourg 10.0% Sarasin Sustainable Equity Global Banque Sarasin & Cie SA, Bâle LU % The Risky Asset will be regularly hedged in CHF on a best effort basis The Portfolio Manager can in its sole discretion change the composition* of the Risky Asset by including new funds/excluding existing funds and /or change the allocation within a predefined range- 10%/+10% provided that (A) the Portfolio shall be at all times composed of at least five funds (B) the main part of the performance of the Portfolio must arise from registered foreign funds in Switzerland and (C) the allocation weight of any single fund in the Portfolio shall not exceed 33,33%. Non-Risky Asset Other Instruments Money Market Instruments, Money Market, SGAM Funds, and (if any) of Other Instruments related to them managed by the Portfolio Manager. Means any future, swap, cap floor and/or options transactions or similar derivative transactions entered in relation to either the Risky Funds or the Non Risky Asset. circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

6 Investment Rules The Portfolio will be managed on a dynamic basis in accordance with the «Dynamic Portfolio Insurance» (D.P.I.) methodology. The Exposure of the Portfolio to the Risky Asset is variable from 0% to a maximum of 150 %. Substitution of any Fund with a new underlying asset will be accessible until the Maturity Date on the following website maintained by the Skandia Service AG: Management Fees Borrowing Costs 1.30% p.a. of the Portfolio Value The Portfolio Manager will charge the Portfolio with borrowing costs at a maximum of LIBOR CHF 1 Months + 10bps when the Exposure to the Risky Asset is above 100 %. Initial Exposure As at 3rd May 2007, the Exposure to the Risky Asset would be 37% (according to the market conditions prevailing on such date). circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

7 Adjustments and extraordinary events relating to any Funds/Units : In making any adjustment and taking any decision in respect of the events listed below, the Calculation Agent and the Portfolio Manager shall act in good faith. In the case of the occurrence of any of the following events affecting a Risky Fund of the Portfolio: a) a material or substantial modification of the conditions of the Fund (such as but not limited to a change in the currency, strategies, objectives, guidelines and/or investment policies of the Fund, a modification of the Fund Prospectus or any event or any change affecting the Fund and/or the Units (such as but not limited to interruption, breakdown, suspension or deferral of the calculation or the publication of the net asset value of the Units, or the disappearance of the net asset value of the Units resulting more particularly from, but not limited to, the winding-up or the termination of the Fund or the cancellation of the registration or of the approval by any relevant authority of the Fund) and that, in the reasonable opinion of the Calculation Agent and the Portfolio Manager, is likely to have a significant effect on the value of the Units ; b) a non execution or partial execution by the Fund for any reason of a subscription or redemption order given by Société Générale Asset Management Banque or any of its affiliates, for hedging or management purpose ; c) any other similar events, which in the reasonable opinion of the Calculation Agent and the Portfolio Manager, has or is likely to have a significant effect on the conditions of any hedging arrangements entered into in respect of the Notes; d) a reduction for any reason (including but not limited to the reduction of the Aggregate Amount of the Outstanding Notes to an amount below EUR or its equivalent in the Specified Currency) of the number of Units held or likely to be held by Société Générale Asset Management Banque or any of its affiliates as holder of Units of the Fund for hedging or management purposes ; then, the Portfolio Manager together with the Calculation Agent may consider such event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In the case where an Early Redemption Event occurs, then the Notes shall no longer be linked to the performance of the Fund(s), the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount as if it were a redemption for taxation reason or an Event of Default on the basis of Market Value as defined in Condition 6(g) of the Terms and Conditions. It is hereby expressly agreed that should the event cease on or after the decision of the Calculation Agent and the Portfolio Manager to early redeem the Notes, any Noteholder will not be entitled to any additional payment to the Early Redemption Amount whether of interest or otherwise and no liability in respect thereof shall attach to the Issuer, nor to the Dealer, the Portfolio Manager nor to the Calculation Agent. circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

8 WARNING SELLING RESTRICTIONS This indicative terms sheet (the ) was prepared for your internal use. Neither this nor any of its contents may be disclosed to, reproduced or used or relied upon by, any other person or used for any other purpose without the prior consent of the Issuer or the Dealer or Guarantor together with any of their affiliates. This Term Sheet shall not be used for offering purposes in any jurisdiction where such use is prohibited or would characterize a public offer of the Notes described herein. The Notes may not be directly or indirectly offered or sold, and this shall not be distributed or published, unless permitted under applicable law or regulation. You must verify that the regulation, which is applicable to you, does not prevent the purchase/the sale and/or the marketing of the Notes. Attention is drawn to the fact that the issue of the Notes is to be made by way of public offering offering in/from Switzerland. NON-INVESTMENT IN THE FUND Although the value of the Notes may reflect an indirect investment in the Fund(s), this Terms-Sheet in no way constitutes an offer to purchase units in such Fund(s) or of the components of this Fund(s) and, if any, of their underlying funds or hedge funds. In addition, there can be no assurance that the Portfolio underlying the Notes remains invested in any Risky Asset until the Maturity Date so that a complete and irreversible reallocation of the Portfolio from assets of the Risky Assets to assets of Non Risky Asset may occur at any time until the Maturity Date irrespective of subsequent upwards movements in the assets of the Risky Asset; The information contained herein and any information, which accompanies this, has been obtained from or is based upon sources, believed to be reliable but has not been independently verified and is not guaranteed as to accuracy or completeness. The simulations, if any, presented in this document result from the simulations of at a given moment, in function of the financial assumptions and market parameters which has selected, and are thus subject to market variations. The prices set forth only have an indicative value and do not constitute in any manner a commitment from. PRINCIPAL RISK FACTORS The risk of loss on the Notes is limited to the nominal amount invested, the reimbursement of which on the Maturity Date is guaranteed. The Fund's performances may be highly volatile and investments made by the underlying funds can involve substantial risks. The nature of these investments means that the value of the Basket may fluctuate significantly during a day or over longer periods. Consequently, the performance of the Notes over a given period will not necessarily be indicative of future performance. Market volatility may produce significant losses on the Fund units comprising the Basket. Any potential investor is informed that, although the redemption of the Nominal Amount of the Notes is totally guaranteed on the Maturity Date, prior to the Maturity Date bid and offer price[s] may be the subject of strong fluctuations. Consequently, at any time between the Issue Date and the Maturity Date, the bid or offer price of the Note may be inferior to the] Nominal Amount. Solvency risk: The investors in the Notes bear the risk of the solvency of the Issuer and the Guarantor. The cash settlement amount which will be received by each Noteholder at Maturity Date is linked to the Portfolio Value and the performance of the Funds comprising the Portfolio, as well as to the solvency of the Issuer and of the Guarantor which may vary between the Issue Date and the Maturity Date. As such, the investment in the Notes may not be suitable for persons unfamiliar with the Portfolio, or unwilling or unable to bear the risks relating to an investment in the Notes. Regulatory status: The Issuer is not subject to any prudential supervision in its jurisdiction of incorporation. The Issuer is a wholly owned subsidiary of the Guarantor and is fully consolidated. The Guarantor is a credit institution authorised as a bank in France and is subject to the supervision of the Commission bancaire (French banking commission). See Risk Factors in the Offering Circular for further details circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

9 TAXATION OF SWISS RESIDENT INVESTORS The following is a general summary of certain Swiss tax matters that should be considered by prospective investors who are Swiss residents for tax purposes. Investors are advised, however, to consult their own professional tax advisers about the tax consequences to them of the acquisition, ownership, conversion and disposal of Notes. The tax treatment of the Notes for Swiss income tax purposes is very much dependent on the individual facts and certainty can only be achieved by requesting a ruling from the Swiss tax authorities. Generally speaking, Swiss resident private investors will be subject to federal, cantonal and municipal income taxes on income derived from the bond component of the Notes. The taxable income corresponds to the difference between the value of the bond component upon redemption (or, as the case may be, upon an earlier sale on the secondary market) and the value of the bond component upon subscription (or, as the case may be, upon purchase on the secondary market). This difference is determined analytically ( imposition de la différence selon la méthode analytique / modifizierte Differenzbesteuerung ) and the relevant details will be published by Telekurs. NON RELIANCE Neither the Issuer nor (the Dealer ) nor the Guarantor together with any of their affiliates is responsible for ascertaining whether all risks associated with the issue of Notes and any related transactions contemplated herein have been identified or disclosed, or for providing advice to you as to whether you should enter into the purchase or sale of the Notes (the Transaction ) or on the documentation to be used for the Notes or on the merits of purchasing any investment or otherwise. You must make your own assessment of the Transaction and the risks and benefits associated with it and of all the matters referred to in the preceding sentence. Neither the Issuer nor the Dealer nor the Guarantor together with any of their affiliates nor any of its officers or employees makes any representation as to, or assumes any responsibility or liability, for, the merits, suitability, expected or projected success, profitability, performance or benefit of any such Transaction. Each of the Issuer and the Dealer recommends that you enter into any Transactions only after having considered, with the assistance of external advisors, without reliance upon the Issuer or the Dealer, the specific risks of any transaction, including but not limited to, the legal, tax, and funding implications so as to enable you to appraise and understand the financial and legal terms of such Transaction and to enter into such Transaction in reliance on your own judgment and that of your advisers and not on any views expressed by the Issuer or the Dealer. You must assess the validity, enforceability and compliance of this Transaction for the purposes of including, wrapping or indexing it or its economic result into your own product, those of your affiliates or those of third parties. This Terms-Sheet is furnished at the request of the recipient for the exclusive purpose of identifying the nature of the investment, the Notes or other instrument referred to herein. This Terms-Sheet is not deemed to circulate and therefore neither the Issuer nor the Dealer nor the Guarantor together with any of their affiliates will be responsible for the content of this Terms- Sheet when transmitted by any entity other than the Dealer. The Notes do not constitute a collective investment scheme in the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The Notes are not subject to the prior approval of the Swiss Federal Banking Commission or supervision by the latter; accordingly, investors do not benefit from protection under the CISA. Except for the present simplified prospectus, no issue prospectus pursuant to Article 1156 of the Swiss Code of Obligations is required (Article 5 4 CISA).. The indicative terms and conditions set in this are subject entirely to the terms and conditions set forth in the Final Terms of the Notes dated on or about the Issue Date, and the Offering Circular dated 2nd May 2007, in connection with the 100,000,000,000 Euro Medium Term Note Programme of Société Générale and SGA Société Générale Acceptance N.V, as Issuers and guaranteed unconditionally by Société Générale (in respect of Notes issued by SGA Société Générale Acceptance N.V) as up dated, amended and supplemented from time to time. The must be read in conjunction with the terms, qualifications and restrictions described in the Final Terms together with the Offering Circular. In case of discrepancy between the terms of the Terms-Sheet and the terms and conditions contained in the Final Terms (and the Offering Circular) of the Notes, the terms and conditions of the Final Terms (and the Offering Circular) of the Notes shall prevail. The Issuer reserves the right not to issue the Notes due to a change in the market conditions or any other conditions. circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative

10 This proposal depends on the market conditions of the 3 nd May circumstances, needs and financial condition. and its affiliates are under no circumstances to be considered as responsible for the financial, legal or tax consequences of the Notes, nor its performance. This indicative