Societe Generale SA
Indicative
Full Lot
Indicative price as of 16 Apr 2024, 12:00am
Bond Issuer
Societe Generale SA
Guarantor
-
Announcement Date
09 Apr 2019
Issue Date
16 Apr 2019
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.538
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
6.125
Coupon Type
Variable
Annual Coupon Rate
6.125
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 16 Apr 2024 and every 5 Years thereafter
Reset Rate: Prevailing 5Y SGD SOR + Initial Margin (4.207%)
ISIN
FR0013414810
CUSIP
ZS1072348
Bond Currency
SGD
Total Issue Size
750,000,000
Min. Investment Quantity (Nominal)
SGD 250,000
Incremental Quantity (Nominal)
SGD 250,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A-
Bond Credit Rating (S&P/ Fitch)
***/ N.R
Shariah Compliant
No
Exchange Listed
Others
If a Capital Ratio Event occurs, the Issuer shall immediately notify the Regulator of the occurrence of the Capital Ratio Event and, within one month from the occurrence of the relevant Capital Ratio Event, irrevocably and mandatorily (without the need for the consent of the Noteholders) reduce the then Current Principal Amount of each Note by the relevant Write-Down Amount (the date of such reduction being the Loss Absorption Effective Date, and such reduction being referred to as a Write-Down, and Written Down being construed accordingly) (a Loss Absorption Event) pro rata with the other Notes and any Loss Absorbing Instruments (with a similar loss absorption mechanism to the Notes).
A Capital Ratio Event will be deemed to occur if, at any time, the Issuer's Common Equity Tier 1 capital ratio falls below 5.125% on a consolidated basis; whether a Capital Ratio Event has occurred at any time shall be determined by the Issuer, the Regulator or any agent appointed for such purpose by the Regulator.
Write-Down Amount means, on any Loss Absorption Effective Date, the amount rounded to the nearest cent (half a cent being rounded downwards) by which the then Current Principal Amount of each outstanding Note is to be Written Down on such date, which shall be equal to the lower of:
(i) the amount (together with the Write-Down of the other Notes and, subject as provided below, the pro rata write-down or, as the case may be, the conversion (concurrently or substantially concurrently) of any Loss Absorbing Instruments) that would be sufficient to cure the Capital Ratio Event; provided that, with respect to each Loss Absorbing Instrument, if any, such pro rata write-down and/or conversion is only taken into account to the extent required to restore the Issuer's Common Equity Tier 1 capital ratio (on a consolidated basis) to the lower of (a) such Loss Absorbing Instrument's trigger level and (b) the trigger level in respect of which a Capital Ratio Event has occurred and in each case in accordance with the terms of the relevant Loss Absorbing Instruments and the Relevant Rules; or
(ii) the amount necessary to reduce the Current Principal Amount of the Note to one SGD cent. Any Loss Absorbing Instrument that may be written down or converted to shares and other instruments of ownership in full but not in part (save for any one cent floor) shall be treated as if its terms permitted partial write-down or conversion into shares and other instruments of ownership, only for the purposes of determining the relevant pro rata amounts in the operation of Write-Down and calculation of the Write-Down Amount.
For the avoidance of doubt, to the extent that the write-down or conversion of any Loss Absorbing Instruments is not effective for any reason (i) the ineffectiveness of any such write-down or conversion shall not prejudice the requirement to effect a Write-Down of the Notes, and (ii) the write-down or conversion of any Loss Absorbing Instrument which is not effective shall not be taken into account in determining the Write-Down Amount of the Notes.
Any Write-Down of the Notes shall not constitute any event of default or a breach of the Issuer's obligations or duties or failure to perform by the Issuer in any manner whatsoever and shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer.
ACKNOWLEDGEMENT OF BAIL-IN:
By the acquisition of Notes, each Noteholder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority
The Issuer may elect at its full discretion to cancel (in whole or in part) the Interest Amount otherwise scheduled to be paid on any Interest Payment Date notwithstanding it has Distributable Items or the Maximum Distributable Amount is greater than zero. The Issuer will cancel the payment of an Interest Amount (in whole or, as the case may be, in part) if the Regulator notifies the Issuer that, in its sole discretion, it has determined that the Interest Amount (in whole or in part) should be cancelled pursuant to Article 104(1)(i) of the Capital Requirements Directive.
If and to the extent that the Interest Amounts payable on any Interest Payment Date falling in any financial year, when aggregated together with distributions on all other own funds instruments (not including, for the avoidance of doubt, any Tier 2 instruments) and any additional amounts payable in accordance with Condition 10.1 (Gross up) scheduled for payment in such financial year, exceed the amount of Distributable Items, the Issuer will cancel the payment (in whole or, as the case may be, in part) of such excess amounts.
In addition, and to the extent required by the Relevant Rules, Interest Amounts will only be paid (in whole or, as the case may be, in part) if and to the extent that such payment would not cause, when aggregated together with other distributions of the kind referred to in Article 141(2) of the Capital Requirements Directive or any other similar provision of the Relevant Rules that are subject to the same limit, the Maximum Distributable Amount (if any) then applicable to the Issuer to be exceeded (to the extent the limitation in Article 141(3) of the Capital Requirements Directive, or any other similar limitation related to the Maximum Distributable Amount in the Capital Requirements Directive or the BRRD, is then applicable).
Notice of any cancellation of payment of a scheduled Interest Amount must be given to the Noteholders (in accordance with Condition 15 (Notices)) and the Fiscal Agent as soon as possible, but not more than sixty (60) calendar days, prior to the relevant Interest Payment Date (provided that any failure to give such notice shall not affect the cancellation of any such Interest Amount in whole or in part by the Issuer and shall not constitute a default on the part of the Issuer for any purpose). For the avoidance of doubt (i) the cancellation of any Interest Amount (or part thereof) in accordance with this Condition 6.10 shall not constitute a default on the part of the Issuer for any purpose and (ii) interest payments shall not accrue or accumulate and any Interest Amount (or part thereof) so cancelled shall be cancelled definitively and no payments shall be made nor shall any Noteholder be entitled to any payment or indemnity in respect thereof at any time thereafter.
Callable on 16 Apr 2024 and every 6 months thereafter at 100.




