(This form of Final Terms will only apply to the Notes with a denomination of at least €100,000)
[PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) ofDirective 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive 2016/97 (EU), as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.]
1[MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 has led to the conclusion that: (i) the type of clients to whom the Notes are targeted is eligible counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended, "MiFID II") / MiFID II]; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] type of clients assessment) and determining appropriate distribution channels.]
Final Terms dated [●]
MMB SCF
Legal Entity Identifier (LEI): 969500901GY8ZCBR6Y85
Issue of [Aggregate Nominal Amount of Tranche] obligations foncières (the "Notes")
under the €10,000,000,000 Euro Medium Term Note Programme for the issue of obligations foncières
Series no.: []
Tranche no.: []
Issue Price: [] per cent.
[Name(s) of Dealer(s)]
1Legend to be included following completion of the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018.
129 PART A – CONTRACTUAL TERMS
[Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the base prospectus dated 24 April 2019 which received visa No. 19-170 from the Autorité des marchés financiers (the "AMF") on 24 April 2019 [, as supplemented by the supplement(s) to the base prospectus dated [] which received visa No. [●] from the AMF on [●]] ([together] the "Base Prospectus") which [together] constitute[s] a base prospectus for the purposes of Directive 2003/71/EC dated 4 November 2003, on the prospectus to be published when securities are offered to the public or admitted to trading, as amended or superseded (the "Prospectus Directive").
This document constitutes the final terms (the "Final Terms") relating to the notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus.
Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus[, the supplement[s]] and these Final Terms are available for viewing on the websites of My Money Bank (www.mymoneybank.com) and of the AMF (www.amf-france.org) and copies may be obtained, upon request and free of charge, during normal business hours at the registered office of the Issuer and at the specified office(s) of the Paying Agent(s). [In addition2, the Base Prospectus and these Final Terms are available for viewing [on / at] [].]]
The following alternative language applies if the first tranche of an issue which is being increased was issued under a base prospectus with an earlier date.
Terms used herein shall be deemed to be defined as such for the purposes of the conditions which are the 2018 Conditions which are incorporated by reference in the base prospectus dated 24 April 2019 which received visa no. 19-170 from the Autorité des marchés financiers (the "AMF") on 24 April 2019 [, as supplemented by the supplement(s) to the base prospectus dated [●] which received visa no. [●] from the AMF on [●]] ([together,] the
"Base Prospectus") which [together] constitute[s] a base prospectus for the purposes of Directive 2003/71/EC dated 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended or superseded (the "Prospectus Directive").
This document constitutes the final terms (the "Final Terms") relating to the notes described herein for the purposes of article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, save in respect of section "Terms and Conditions of the Notes" which is replaced by the 2018 Conditions. Full information on the Issuer and the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, save in respect of section "Terms and Conditions of the Notes" which is replaced by the 2018 Conditions. The Base Prospectus[, the supplement[s]] and these Final Terms are available for viewing on the websites of My Money Bank (www.mymoneybank.com) and of the AMF (www.amf-france.org) and copies may be obtained, upon request and free of charge, during normal business hours at the registered office of the Issuer and at the specified office(s) of the Paying Agent(s). [In addition3, the Base Prospectus and these Final Terms are available for viewing [on/at] [●].]
[Include whichever of the following apply or specify as "Not Applicable". Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs.
Italics denote guidance for completing the Final Terms.]
1. (i) Series Number:
(ii) Tranche Number:
(iii) Date on which Notes become fungible:
[●]
[●]
[Not Applicable / The Notes will, upon listing, be assimilated (assimilées), form a single series and be interchangeable for trading purposes with the [[Currency] [Aggregate Nominal Amount of Tranche]
[Title of Notes]] (the "Existing Notes") on [●]]
2If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
3If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
2. Specified Currency: [●]
3. Aggregate Nominal Amount of Notes:
(i) Series:
(ii) Tranche:
[●] (Insert amount or, in the case of a public offer, manner in which and date and time in which such amount is to be made public)
[●]
[●]
4. Issue Price: [●] per cent. of the Aggregate Nominal Amount of the Tranche [plus an amount corresponding to accrued interest at a rate of [●] per cent. of such Aggregate Nominal Amount for the period from, and including, the Interest Commencement Date to, but excluding, the Issue Date (if applicable)]
5. Specified Denominations: [●] (one (1) denomination only for Dematerialised Notes)
(The rules and procedures of the Relevant Regulated Market(s) and clearing system(s) shall be taken into account where choosing a Specified Denomination)4
6. (i) Issue Date:
(ii) Interest Commencement Date:
[●]
[[●] (specify) / Issue Date / Not Applicable]
7. Final Maturity Date: [●]
(specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year)
8. Extended Final Maturity Date: [[●] (if applicable, specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year) / Not Applicable]
9. Interest Basis / Rate of Interest: [[●] per cent. Fixed Rate]
[[EURIBOR, LIBOR, EONIA, EUR CMS or other] +/–
[●] per cent. Floating Rate]
[Fixed/Floating Rate]
[Fixed/Fixed Rate]
[Floating/Floating Rate]
(further particulars specified in paragraphs [14/15/16])
10. Redemption / Payment Basis: [Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Final Maturity Date [or the Extended Final Maturity Date, as the case may be] at [100 per cent. / [●] per cent.] of the Aggregate Nominal Amount]
[Instalment]
4Notes denominated in sterling in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitute a contravention of Section 19 of the FSMA and having a maturity of less than one (1) year must have a minimum denomination of Sterling 100,000 (or its equivalent in other currencies).
131 (further particulars specified in paragraphs [17/18/19/20/21])
11. Change of Interest Basis: [Applicable – Fixed/Floating Rate/Applicable – Fixed/Fixed Rate/Applicable – Floating/Floating Rate/Not Applicable]
(further particulars specified in paragraph 16)
12. Put / Call Options: [Noteholder Put]
[Issuer Call]
(further particulars specified in paragraphs [17/18]) [Not Applicable]
13. Date of corporate authorisations for issuance of Notes obtained:
Decision of the Board of Directors (Conseil d'administration) of the Issuer dated [●]