Microsoft word - 120327 ce3136gi po belg 25 shares_final_amended_clean.doc
FINAL TERMS DATED 27 MARCH 2012 BNP Paribas Arbitrage Issuance B.V. (incorporated in The Netherlands)BNP Paribas Up to 20,000 EUR “Stellar” Certificates relating to a basket of 25 Shares due 13 July 2018 ISIN Code: XS0762341161 BNP Paribas Arbitrage S.N.C. The Securities are offered to the public in the Kingdom of Belgium from 27 March 2012 to 25 May 2012
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities 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 the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so:
in circumstances in which no obligation arises for the Issuer or any Manager 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
in those jurisdictions mentioned in Paragraph 44 of Part A below, provided such person is one of the persons mentioned in Paragraph 44 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.
Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
The expression "ProspectusDirective" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus, as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be, (the "Publication Date") have the right within two working days of the Publication Date to withdraw their acceptances. PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 7 June 2011, the First Supplement to the Base Prospectus dated 19 August 2011, the Second Supplement to the Base Prospectus dated 14 September 2011, the Third Supplement to the Base Prospectus dated 10 November 2011, the Fourth Supplement to the Base Prospectus dated 13 December 2011 and the Fifth Supplement to the Base Prospectus dated 20 February 2012 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on BNP Paribas Arbitrage Issuance B.V. (the "Issuer") and the offer of the Securities is only available on the basis of the
combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus is available for viewing on the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten - AFM) website www.afm.nl and copies may be obtained free of charge at the specified offices of the Security Agents. References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided. These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to ”Security" shall be construed accordingly. SPECIFIC PROVISIONS FOR EACH SERIES
GENERAL PROVISIONS The following terms apply to each series of Securities:
(b) The Securities are Share Securities.
The Certificates are “Stellar” Certificates.
The provisions of Annex 2 (Additional Terms and Conditions for Share Securities) shall apply.
The applicable Business Day Centre for the purposes of the definition of "Business Day" in Condition 1 is TARGET2.
Settlement will be by way of cash payment (Cash Settled Securities).
The Issuer does not have the option to vary settlement in respect of the Securities.
(b) Variation of Settlement of Physical Not applicable.
The Securities will be distributed on a non-syndicated basis.
BNP Paribas Arbitrage S.N.C. 8 rue de Sofia, 75018 Paris, France.
PRODUCT SPECIFIC PROVISIONS
The Securities relate to an equally weighted basket composed of 25
ordinary shares, or, if so indicated in the table below in the column Share
Company, another share type in the share capital of the relevant Share Company (each an “Underlying Sharen“ and together the “Basket of Shares”).
For the purposes of these Conditions each Underlying Share
n shall be
deemed to be a Sharen. Underlying Share n Share Company Bloomberg CodeISIN Code Share Currency Exchange
* "GBp" means the lawful currency of the United Kingdom, the relevant amount being expressed in pennies (one hundredth of a pound)
The weighting to be applied to each item comprising the Basket of Shares to ascertain the Settlement Price is 1/25.
Each such Weighting shall be subject to adjustment in acccordance with Annex 2 - Additional Terms and Conditions for Share Securities.
As set out in sub-paragraph (a) of the definition of "Settlement Price" provided in Condition 1 of Annex 2 - Additional Terms and Conditions for Share Securities.
36. Optional Additional Disruption Events:
(a) The following Optional Additional Disruption Events apply to the Securities: Increased Cost of Hedging, Insolvency Filing.
(b) Delayed Redemption on Occurrence of an Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable.
PROVISIONS RELATING TO WARRANTS
PROVISIONS RELATING TO CERTIFICATES
40. Provisions relating to Certificates:
(a) Notional Amount of each Certificate:
The Certificates are not Partly Paid Certificates.
calculating Rate(s) of Interest and Interest
Amount(s) (if not the Calculation Agent):
The Calculation Agent will determine the coupon in such circumstances
by reference to Formula is by reference to such sources as it deems appropriate.
15 July 2013 (t=1), 14 July 2014 (t=2), 13 July 2015 (t=3), 13 July 2016
(t=4), 13 July 2017 (t=5) and the Redemption Date (t=6).
15 July 2013 (t=1), 14 July 2014 (t=2), 13 July 2015 (t=3), 13 July 2016 (t=4), 13 July 2017 (t=5) and the Redemption Date (t=6).
On the relevant Interest Valuation Datet , an Interest Amount calculated as follows will be paid on the corresponding Interest Payment Datet per Certificate: N x Max [ 1.50%; StellarPerft ]
Where: N is the Notional Amount of each Certificate (see §40(a)); StellarPerft = Share n, t is the official Closing Price of each Underlying Sharen on the Interest Valuation Datet ; Share n, 0 is the official Closing Price of each Underlying Sharen on the Strike Date; Closing Price is the Settlement Price.
1 July 2013 (t = 1), 30 June 2014 (t = 2), 29 June 2015 (t = 3), 29 June
2016 (t = 4), 29 June 2017 (t = 5) and the Redemption Valuation Date (t = 6).
(xvi) Other terms or special Not applicable.
(p) Futures Linked Interest Certificates:
The Certificates are not Instalment Certificates.
Unless previously redeemed or purchased and cancelled by the Issuer, the Holder shall receive on the Redemption Date, in respect of each Certificate payment of a Cash Settlement Amount calculated as follows:
N is the Notional Amount of each Certificate (see §40(a)). DISTRIBUTION AND US SALES ELIGIBILITY
(a) Eligibility for sale of Securities in
The Securities are not eligible for sale in the United States to AIs.
(b) Eligibility for sale of Securities in
The Securities are not eligible for sale in the United States under Rule
(c) Eligibility for sale of Securities in
the United States to QIBs within the The Securities are not eligible for sale in the United States to persons meaning of Rule 144A who are
also QPs within the meaning of the Investment Company Act:
An offer of Securities may be made by the Manager and Argenta Banque d’Épargne SA (the “Distributor”) (together with the Manager, the “Financial Intermediaries”) other than pursuant to article 3(2) of the Prospectus Directive in the Kingdom of Belgium (“Public Offer Jurisdiction”) during the period from 27 March 2012 until 25 May 2012 (“Offer Period”). See further Paragraph 8 of Part B below. PROVISIONS RELATING TO COLLATERAL AND SECURITY Purpose of Final Terms These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction of the Securities described herein pursuant to the BNP Paribas, BNP Paribas Arbitrage Issuance B.V. Warrant and Certificate Programme. Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. The information included in Part B (the "Other Information") consists of extracts from or summaries of information that is publicly available in respect of the Shares. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by Share Companies, no facts have been omitted which would render the reproduced inaccurate or misleading.
Signed on behalf of BNP Paribas Arbitrage Issuance B.V.
By: .Céline DOFFÉMONT. Duly authorised
PART B - OTHER INFORMATION
1. Listing and Admission to trading
2. Ratings The Securities to be issued have not been rated. 3. Risk Factors As stated in the Base Prospectus. 4. Interests of Natural and Legal Persons Involved in the Offer Save as discussed in "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer. 5. Reasons for the Offer, Estimated Net Proceeds and Total Expenses
The net proceeds from the issue of Securities will become part of the general funds of the Issuer. Such proceeds may be used to maintain positions in options or futures contracts or other hedging instruments.
The estimated net proceeds are not available.
The estimated total expenses are not available.
6. Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information concerning the Underlying The “Stellar” Securities are denominated in EUR and are scheduled to be redeemed 6 years after their issue. The Securities offer the investor the opportunity to receive an Interest Amount (as described in § 40(f) and (i) Part A). If neither early redeemed nor purchased and cancelled, the Securities offer the possibility to receive on the Redemption Date a Cash Settlement Amount pursuant to the provisions detailed in § 40(u) Part A. The Securities are capital-protected at maturity; accordingly, investors should be aware that they are likely to receive less than the nominal value of the Securities if the Securities are sold prior to maturity. Any secondary market price an investor may be able to get for the Securities will depend upon market conditions and may be subject to significant fluctuations. Over the same time period, the yield of the Securities may be inferior to the yield of a market-neutral-risk investment. BNP PARIBAS
Place where information on the Underlying Sharen can
Website : www.chevron.com CHINA MOBILE LTD
Website : www.chinamobileltd.com DEUTSCHE BANK AG
Website : www.db.com DEUTSCHE POST AG
Website : www.dp-dhl.com EXELON CORP
Website : www.exeloncorp.com HON HAI PRECISION INDUSTRY Website: www.foxconn.com.tw HONDA MOTOR CO LTD Website : www.world.honda.com HSBC HOLDINGS PLC
Website : www.hsbc.com HYUNDAI HEAVY INDUSTRIAL Website : www.hhi.co.kr IMPALA PLATINUM HOLDINGS LTD Website: www.implats.co.za LOWE'S COMPANIES Website : www.lowes.com MEDIATEK INC Website : www.mtk.com.tw MERCK & CO. INC. Website : www.merck.com MICHELIN (CGDE)-B Website: www.michelin.com PETROCHINA CO LTD-H Website : www.petrochina.com PFIZER INC Website : www.pfizer.com POSCO Website : www.posco.co.kr PTT PCL Website : www.pttplc.com RICOH COMPANY LIMITED Website : www.ricoh.com SAMSUNG ELECTRONICS Website : www.samsung.com SAMSUNG HEAVY INDUSTRIES Website : www.shi.samsung.co.kr STATOIL ASA Website : www.statoilhydro.com SUMITOMO CORPORATION Website : www.sumitomocorp.co.jp TELSTRA CORPORATION – TLS Website : www.telstra.com
Source of information relating to the Underlyings: Past and future performances of the Shares are available on the website
of the Exchange where the Shares are listed and its volatility are available on Bloomberg pages set out in Part A §23(a).
The Issuer does not intend to provide post-issuance information.
7. Operational Information 8. Terms and Conditions of the Public Offer
Conditions to which the offer is subject:
The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the Offer End Date (as defined below). For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities.
From, on or about 27 March 2012 to, and including, 25 May 2012, or such earlier date as the Issuer determines as notified on or around such earlier date by loading the following link: http://www.argenta.be (the "Offer End Date").
Details of the minimum and/or maximum amount Minimum subscription amount per investor: EUR 2,500. of application:
Maximum subscription amount per investor: Up to EUR 50,000,000.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid
Details of the method and time limits for paying
The Securities are cleared through the clearing systems and are due to
Manner in and date on which results of the offer Publication by loading the following link: http://www.argenta.be on or are to be made public:
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and
treatment of subscription rights not exercised:
Categories of potential investors to which the
Retail, private and institutional investors.
Process for notification to applicants of the
In the case of over subscription, allotted amounts will be notified to
amount allotted and indication whether dealing
applicants by loading the following link: http://www.argenta.be on or
around 2 July 2012. No dealing in the Securities may be done before any such notification is made.
In all other cases, allotted amounts will be equal to the amount of the application, and no further notification shall be made. In all cases, no dealing in the Securities may begin prior to the Issue Date.
Amount of any expenses and taxes specifically
9. Placing and Underwriting
Name(s) and address(es), to the extent known to the issuer, of the places in the various
Name and address of the co-ordinator(s) of the
global offer and of single parts of the offer:
Name and address of any paying agents and depository agents in each country (in addition to Not applicable. the Principal Paying Agent):
Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to Not applicable.
place the issue without a firm commitment or under "best efforts" arrangements:
When the underwriting agreement has been or
10. Yield Not applicable. 11. Historic Interest Rates Not applicable.
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