• No results found

1. MAIN CHARACTERISTICS

N/A
N/A
Protected

Academic year: 2021

Share "1. MAIN CHARACTERISTICS"

Copied!
6
0
0

Loading.... (view fulltext now)

Full text

(1)

1. MAIN CHARACTERISTICS

Product Description

Société Générale is arranging the issue of a credit linked note linked to the credit risk of the Reference Entity. Under the terms of the Notes, if no Credit Event occurs on or prior to the Last Credit Event Occurrence Date, the Notes will be redeemed at par. Moreover this credit linked note offers the Noteholder a quarterly payment of the Coupon (equal to the 3 month CHF Libor + 0.30% p.a. floored at 1.70% p.a) on each Coupon Payment Date provided that no Credit Event occurs on or prior to the end of the respective Coupon Calculation Period.

Issuer Société Générale, Paris (Moody’s Aa2, Standard & Poor’s A+, Fitch A+)

Governing Law English Law

Type Euro Medium Term Note

Currency CHF

Issue Size CHF10’204’000 (10'204 Notes)

Denomination CHF 1’000

Issue Price 100.00%

Trade Date 10 December 2010

Issue Date 29 December 2010

Maturity Date The Scheduled Maturity Date unless a Credit Event Determination Date occurs in respect of the Reference Entity (subject to the applicability of multiple exercises of Restructuring), in which case the Maturity Date shall be the Cash Settlement Date.

Scheduled Maturity Date 6 January 2016

Capital Protection None

Redemption Amount 100% of the Denomination per Note, provided that if a Credit Event Determination Date occurs, the Issuer will, on the Maturity Date, redeem each Note at the following cash amount: Denomination * Final Value.

ISIN Code XS0570460401

Valor 12167518

Reuters RIC CH12167518=SGAZ

---

Reference Entity Credit Suisse Ltd (Senior Risk) Reference Obligation XS0099472994 (Senior Risk)

Reference Entity Type Standard European Corporate

Terms applicable to the Reference Entity Type (including but not limited to the Credit Events, characteristics of the Obligations/Selected Obligations, applicability of All Guarantees and applicability of any additional provisions, together with all other relevant information) are set out in the 2005 Matrix Supplement to the ISDA 2003 Credit Derivatives Definitions, dated the nearest date falling before the Trade Date and are set out in Annex A for information.

---

Coupon CHF LIBOR 3 months + 0.30% p.a, floored at 1.70% p.a (fixing in advance, the basis will be 30/360 (Adjusted))

CHF Libor 3 months Fixing of the LIBOR CHF 3 Months published 2 business days before each beginning of period on Reuters' page LIBOR02 at 11.00 a.m., London Time.

Coupon Payment Dates 27 March, 27 June, 27 September, 27 December from and including 27 March 2011 to and including the Scheduled Maturity Date subject to the provisions relating to the Coupon Calculation Period below.

Coupon Calculation Period Each period from and including a Coupon Payment Date to but excluding the next following Coupon Payment Date. Provided that (i) the first Coupon Calculation Period will begin on and include the Issue Date and (ii) upon the occurrence of a Credit Event Determination Date, the last Coupon Calculation Period shall end on but exclude the Coupon Payment Date immediately preceding the Credit Event Determination Date. In the event that the Maturity Date falls after the Scheduled Maturity Date, no interest will be payable from and including the Scheduled Maturity Date until the Maturity Date.

---

Occurrence and Notification of a Credit Event

Credit Event Determination Date The day during the Notice Delivery Period on which the Credit Event Notice is delivered to the Clearing System for the information of the Noteholders.

Credit Event Notice Notice to be sent by or on behalf of the Issuer together with Publicly Available Information evidencing the Credit Event. A Credit Event may occur from and including the Launch Date to and including the Last Credit Event Occurrence Date.

Launch Date 11 October 2010

Notice Delivery Period The period from and including the Issue Date to and including the Scheduled Maturity Date.

Credit Events In respect of the Reference Entity, the Credit Events applicable to the Reference Entity Type, as set out in Annex A for information.

Last Credit Event Occurrence Date The fourth (4th) Business Day preceding the Scheduled Maturity Date.

Credit Linked Notes to Credit Suisse Group Ltd (Senior Risk) in CHF

Maturity: 6 January 2016 – European Cash Settlement – Coupon “Floored Floater”: Up to Default

SVSP: 1299, Miscellaneous Yield Enhancement

TERMS & CONDITIONS

(2)

Obligations In respect of the Reference Entity, the Reference Obligation or any obligation (either directly or as a provider of a Qualifying Guarantee or a Qualifying Affiliate Guarantee) belonging to the Obligation Category and bearing the Obligation Characteristics applicable to the Reference Entity Type as set out in Annex A for information.

All Guarantees In respect of the Reference Entity, applicable if so specified in Annex A for the Reference Entity Type.

---

Credit Loss Valuation Terms

Settlement Method Cash Settlement, European Settlement is applicable

Cash Settlement Date The date that is later of (a) the 4th Business Day following the Final Valuation Notice Receipt Date and (b) the Scheduled Maturity Date.

Final Value The price, expressed as a percentage, determined by a Settlement Protocol unless the Calculation Agent decides in its sole discretion to determine the Final Value as the weighted average of the Final Prices of the Selected Obligation(s).

Final Valuation Notice Notice to be sent no later than seven Business Days after the Credit Valuation Date by or on behalf of the Issuer to the Clearing System for the information of the Noteholders specifying the Cash Settlement Amount, the Cash Settlement Date and if the Final Value has not been determined by a Settlement Protocol, the Selected Obligation(s) used to determine the Cash Settlement Amount.

Final Valuation Notice Receipt Date The day on which the Final Valuation Notice is sent to the Clearing System for the information of the Noteholders.

Credit Valuation Date If the Final Value is determined pursuant to a Settlement Protocol such auction date specified by such Settlement Protocol, otherwise the date on which the Final Value is determined by the Calculation Agent within 120 Business Days following the Credit Event Determination Date.

Settlement Protocol A market protocol, published by ISDA or any other recognized association or organization (including for the avoidance of doubt any Auction Settlement) selected by the Calculation Agent in respect of the Reference Entity that has been established with the intention that a Final Value in respect of the Reference Entity be determined in accordance with such market protocol and be used to determine the amounts payable by and/or rights and obligations of the parties under such transactions which relate to the Reference Entity.

Auction Settlement Any market settlement protocol established and published by the Determinations Committee (as defined in the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions published on July 14, 2009, as amended from time to time), which provides for the valuation of any obligations of the Reference Entity in respect of which a Credit Event has occurred and which is to be used to determine the amounts payable by and/or rights and obligations of the parties under such transactions which relate to such Reference Entity.

Final Price In respect of a Selected Obligation, in the Calculation Agent’s sole and absolute discretion, the market value (expressed as a percentage) of the Selected Obligation(s) determined on the Credit Valuation Date by the Calculation Agent using a quotation method similar to “Bid” and a valuation method similar to “Market” under Article VII of the 2003 Credit Derivatives Definitions, unless the context otherwise requires and provided that the market value will be based on firm bid quotations obtained by the Calculation Agent from quotations dealers for an amount equal to or lesser than the outstanding principal balance of the Selected Obligations, as determined by the Calculation Agent in its sole discretion.

Selected Obligations In respect of the Reference Entity, the Reference Obligation or any obligation (either directly or as a provider of a Qualifying Guarantee or a Qualifying Affiliate Guarantee) belonging to the applicable Selected Obligation Category and bearing the Selected Obligation Characteristics as applicable to the relevant Reference Entity Type, as set out in Annex A for information.

Settlement/Delivery Euroclear Bank S.A/N.V. / Clearstream Banking

Secondary Market Société Générale ensures the secondary market daily, during the life of the product, under normal market conditions, by using a Dirty Price.

Selling Restrictions For selling restrictions and other details see the Final Terms relating to this issue of these Notes together with the Debt Issuance Programme Prospectus dated 27 April 2010.

Listing None

TEFRA Rules Applicable – TEFRA D

Public Offering Switzerland

Subscription Period December 10 - 22, 2010

Minimum Investment 1’000 CHF

Minimum Trading Lot 1’000 CHF

Calculation Agent Société Générale, Paris

Business Days TARGET, London

Business Day Convention For Period: Zurich, TARGET

For Payment: Zurich, TARGET, London For Fixing: London

Tax Information

Swiss Federal Stamp Duty Secondary market transactions are subject to Swiss Stamp Duty.

Swiss Federal Income Tax For tax purposes this product is qualified as a bond (Kreditderivat). For private investors with tax domicile in Switzerland any proceeds are subject to Swiss federal as well as cantonal and communal income tax. A capital gain realized upon sale

(3)

should be a tax-exempt capital gain for such investors holding the product as part of their private property.

Swiss Withholding Tax The product is not subject to the Swiss Withholding Tax.

EU Savings Tax For Swiss paying agents, the product is subject to the EU savings tax (In Scope). The tax information only provides a general overview of the potential tax consequences linked to this product at the time of issue. Tax laws and tax doctrine may change, possibly with retroactive effect.

Product Documentation

This document does not constitute a “Simplified Prospectus” as decribed in the article 5.b of the Swiss Federal Act on Collective Investment Schemes (“CISA”). This product does not represent a collective investment scheme and is not subject to the supervision of the Swiss Financial Market Supervisory Authority FINMA. Investors in this product are therefore not eligible for the specific protection under the Collective Investment Schemes Act (CISA). The terms and conditions for this product do not qualify as a prospectus as stated in Art. 652a/Art. 1156 of the Swiss Code of Obligations, nor is the result of a financial analysis. Full information on the terms and conditions of the Notes is only available on the basis of the combination of the applicable Final Terms, the Debt Issuance Programme Prospectus dated 27 April 2010 and any Supplement(s) (the “Prospectus”). Consequently, this document must be read in conjunction with such Prospectus.

In case of discrepancy or inconsistency between this document and the Prospectus, the Prospectus shall prevail.

The applicable Final Terms, the Debt Issuance Programme Prospectus dated 27 April 2010 and any Supplement(s), are available, free of charge, in electronic form on the website of Société Générale on http://prospectus.socgen.com , and upon request at the office of Société Générale, Zürich Branch, Talacker 50, Case Postale 1928, 8021 Zurich, Switzerland.

Capitalized terms used herein but not defined shall have the meaning ascribed to them in the EMTN Programme and in particular, the Credit Technical Annex thereof. In case of an inconsistency between a definition in the Final Terms and a definition in the EMTN Programme, the definition in the Final Terms shall prevail.

Additional Information General information

SGA Société Générale Acceptance N.V.’s head office is located at Landhuis Joonchi, Kaya Richard J. Beaujon z/n Curaçao, Netherlands Antilles.

Société Générale’s registered office is at 29, boulevard Haussmann, Paris, 75009, France. The Calculation Agent is Société Générale, 29, boulevard Haussmann, Paris, 75009, France.

The Paying Agent is Société Générale Bank and Trust 11, avenue Emile Reuter, 2420 Luxembourg, Luxembourg.

Establishment in Switzerland

Société Générale Zurich Branch, Talacker 50, Postfach 1928, 8021 Zurich, Switzerland.

Status of the Notes

Unsubordinated

Secondary Market

Société Générale intends, under normal market conditions, to provide bid and offer prices for the securities on a regular basis. However, Société Générale makes no firm commitment to provide liquidity by means of bid and offer prices for the securities, and assumes no legal obligation to quote any such prices or with respect to the level or determination of such prices. Potential investors therefore should not rely on the ability to sell securities at a specific time or at a specific price.

In special market situations, where Société Générale is completely unable to enter into hedging transactions, or where such transactions are very difficult to enter into, the spread between the bid and offer prices may be temporarily expanded, in order to limit the economic risks of Société Générale.

Governing Law and Jurisdiction

The Notes (and, if applicable, the Receipts and the Coupons) are governed by, and shall be construed in accordance with, English law. The Issuer irrevocably agrees, for the benefit of the Note holders, the Receiptholders and the Couponholders, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes, the Receipts and/or the Coupons and accordingly submits to the exclusive jurisdiction of the English courts.

The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Note holders, the Receiptholders and the Couponholders may take any suit, action or proceedings arising out of or in connection with the Notes, the Receipts and the Coupons against the Issuer in any other court of competent jurisdiction and concurrent proceedings in any number of jurisdictions.

2. PROSPECTS OF PROFIT AND LOSSES

Market Expectation This credit linked note is a product for Investors who expect a Credit Event of the Reference Entity not to occur during the life of the product.

Risk Tolerance Investors in this credit linked note should be experienced investors and familiar with both derivative products and the credit market. Credit returns can be highly volatile. Investors should be able to tolerate significant fluctuations. Although Investors benefit from regular Coupon payments, they must be aware that some Coupons could be equal to zero in case of an occurence of a Credit Event of the Reference Entity.

Profit Potential The profit potential is limited to the Coupon payment.

Loss Potential Investors are exposed to the occurence of a Credit Event of the Reference Entity and to the credit risk of the Issuer. In such scenario the Investor could lose his total investment and coupons he/she was expecting. In case of Potential Moratorium being notified, the Investor would suffer from a postponement of maturity without coupon being paid from the Scheduled Maturity Date.

3. RISK FACTORS

These Notes are only suitable for sophisticated investors.

Investors should be aware that the value of their investment in the Notes does not depend only on the evolution of the Underlying(s). Therefore, there are certain factors that may affect each of the Issuer's and the Guarantor's ability to fulfill its obligations with respect to the Notes issued under the EUR 125,000,000,000 Euro Medium Term Note Programme. These are set out under 'Risk Factors' in the Debt Issuance Programme Prospectus and include the creditworthiness of each Issuer and the Guarantor (including their respective credit ratings, if applicable), general operational risks, conflicts of interest, the absence of Events of Default with respect to Société Générale, the risk that hedging and trading activity by the Issuer, the Guarantor or any of their affiliates may affect the value of the Notes and risks associated with the lack of independence of the Guarantor and the Issuer.

(4)

This is not a capital guaranteed product, there is no minimum redemption amount at maturity. In a worst case scenario, investors could sustain an entire loss of their investment and should therefore reach an investment decision on this product only after careful consideration with their own advisers as to the suitability of this product in light of their particular financial circumstances.

Market liquidity risk The Financial Instrument may not be traded easily on a secondary market given its lack or absence of liquidity. Therefore, unless a commitment is given when selling the Financial Instrument, Société Générale does not commit to buy back or propose prices during the Financial Instrument life. Nevertheless, where Société Générale offers such a buy back, the offered price will include the hedge or the position closing costs generated by a buy back in the secondary market. Those costs will be connected with the market conditions.

Leverage related risk The Financial Instrument has embedded leverage. Consequently, the value of the Financial Instrument may reflect an amplified fluctuation of the value of any underlying instruments of reference underlyings.

Risk having to liquidate in unfavorable market conditions

The marked-to-market value of the Financial Instrument or other financial instruments from your portfolio may be subject to significant volatility or fluctuations, which may require you to pay margin calls, make provisional payments or resell partly or totally the Financial Instruments before maturity in order to comply with your contractual or regulatory obligations. As a consequence, you may have to sell off or liquidate the Financial Instrument under market conditions unfavorable to you. If you have any liquidity constraint, it is likely that an investment in the Financial Instrument with such risks must be excluded or limited.

Credit risk Insofar as payments are due from (i) Société Générale or any replacement entity (in their capacity as counterparty under the Financial Instrument and/or as deposit bank, as the case may be) and/or (ii) the issuer(s) of the securities in relation to the Financial Instrument, you are exposed to the credit risk of Société Générale or the replacement entity and/or to the credit risk of the issuer(s) of the securities. In the specific case of credit derivative transactions, you will also be exposed to the credit risk of the reference entity(ies).

Warning on comparisons and performances

When a comparison with other products, performance (whether past or future) or simulated performance (whether past or future) of financial instruments is displayed in this document, data will have been drawn from external sources believed to be reliable but which have not been independently verified by Société Générale. Société Générale expressly disclaims any liability with respect to the accuracy, completeness or relevance of such data. Figures related to comparison, performance (whether past or future) or simulated performance (whether past or future) are not a reliable indicator of future returns. Where amounts are denominated in a currency other than that of your country of residence, the return may increase or decrease as a result of currency fluctuations.

Credit exposures to Reference Entity(ies)

The Notes will reference credit(s) (the "Reference Entity(ies)"). The redemption amount of the Notes at their Maturity Date will depend on whether (a) Credit Event(s) has(ve) occurred in respect of such Reference Entitiy(ies). If between the launch date and the scheduled maturity date of the Notes, (a) Credit Event(s) occur(s) with respect to the Reference Entity(ies), the Notes will be adversely affected by an actual loss of principal. Consequently, the Notes create significantly leveraged exposure to the credit of such Reference Entity(ies). Noteholders may lose, in part or in whole, amounts invested in the Notes as the result of (a) Credit Event(s) occurring with respect to the Reference Entity(ies).

Limited liquidity of obligations

Some of the Obligations, Reference Obligations and Selected Obligations may have no, or only a limited, trading market. The liquidity of Obligations, Reference Obligations and Selected Obligations will vary generally with, among other things, general economic conditions, domestic and international political events, developments or trends in one or more particular industries. The financial markets have experienced periods of volatility and reduced liquidity which may reoccur and reduce the market value of the Obligations, Reference Obligations and Selected Obligations. Some of the Obligations, Reference Obligations and Selected Obligations may also be subject to restrictions on transfer and maybe considered illiquid. Reduced liquidity in the Obligations, Reference Obligations and Selected Obligations is likely to reduce the liquidity of the Notes.

Credit Rating Noteholders should be aware that credit ratings do not constitute a guarantee of the quality of the Notes or the Reference Entity(ies). The rating assigned to the Notes by the rating agencies, if any, is based on the Reference Entiy(ies)’ current financial condition (or, as the case may be, the Reference Entity(ies)’ long term unsubordinated debt rating) and reflect only the rating agencies’ opinions. In respect of the Reference Entity(ies), rating agencies do not evaluate the risks of fluctuation in market value but attempt to assess the likelihood of principal and/or interest payments being made. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning agency. Nevertheless, the rating agencies may fail to make timely changes in credit ratings in response to subsequent events so that a Reference Entity(ies)' current financial condition may be better or worse than a rating indicates. Accordingly a credit rating may not fully reflect the true risks under the Notes.

The contractual documents relating to the Financial Instrument may provide for methods of adjustment or substitution in order to take into account the consequences of certain extraordinary events, which may affect (i) one or more of the underlying instruments to which it is linked or on which it is based or, as the case may be, (ii) the early termination of the Financial Instrument, which might have a negative impact on the Financial Instrument.

Prior to any investment in the product, you should make your own appraisal of the risks from a legal, tax and accounting perspective, without relying exclusively on the information with which you were provided, by consulting, if you deem it necessary, your own advisors in these matters or any other professional advisors. Subject to compliance with legal and regulatory requirements, Société Générale may not be held responsible for the financial or other consequences that may arise from the investment in this product.

This product may be subject to restrictions with regard to certain persons or in certain countries under national regulations applicable to said persons or in said countries. It is your responsibility to ensure that you are authorized to invest in this product.

The documents relating to this product will provide for methods of adjustment or substitution in order to take into account the consequences on this product of extraordinary events which may affect one or several of the underlying instruments on which it is based or, as the case may be, the early termination of this product.

This document does not constitute an offer for sale of securities in the United States and the securities will not be registered under the U.S. Securities Act of 1933, as amended (the « Securities Act »). The securities can be neither offered nor transferred in the United States without being registered or being exempted from registration under the Securities Act.

The securities are offered only outside the United States in compliance with Regulation S promulgated under the Securities Act (the « Regulation S ») to a selected group of investors only in “Offshore Transactions” with “Non-U.S. Persons” (each as defined in Regulation S). The securities may be reoffered and sold only to “Non-U.S. Persons” in “Offshore Transactions” pursuant to the resale provisions of

(5)

Regulation S. No person is obligated or intends to register the securities under the Securities Act or any state securities laws in the United States.

WHEN SIMULATED PERFORMANCE OR PAST PERFORMANCE ARE DISPLAYED, THE FIGURES RELATING THERETO REFER TO PAST PERIODS AND ARE NOT A RELIABLE INDICATOR OF FUTURE RESULTS. When future performance is displayed, the

figures relating to future performance are a forecast which is not a reliable indicator of future results. Furthermore, where past performance or simulated past performance rely on figures denominated in a currency other than that of your country of residence, the return may increase or decrease as a result of currency fluctuations. Finally, when simulated performance or performance (whether past or future) are displayed, the potential return may also be reduced by the effect of commissions, fees or other charges.

For the products benefiting from a guarantee of Société Générale or of any other entity of Société Générale group (hereinafter referred to as the «Guarantor»), the due and punctual payment by the principal debtor of the obligation of any sums due in respect of these products is guaranteed by the Guarantor according to the terms set forth in the deed of guarantee. In this case, the investor bears in the end a credit risk on the Guarantor. The attention of investors is drawn to the fact that, until the maturity date of the product, the price of certain products can be subject to an important volatility due to the evolution of market parameters and more precisely the price of the underlying instrument and the interest rates.

Société Générale, Zurich Branch ("SG Zurich") is a branch of Société Générale. The middle and back office functions and the payment of any fees by SG Zurich will be carried out by Société Générale Paris Head Office on behalf of SG Zurich who may communicate to Société Générale Paris Head Office all required information to that effect.

The accuracy, completeness or relevance of the information provided is not guaranteed although it has been drawn from sources believed to be reliable.

The information presented in this document is based on market data at a given moment and may change from time to time.

The redemption value of the product may be inferior to the amount initially invested. In a worse case scenario, investors could sustain an entire loss of their investment.

The investors bear the risk of the solvency of the Issuer and the Guarantor. The value of the product does not only depend on the value of the underlyings, but also on the solvency of the Issuer and the Guarantor, which may vary during the life of the product.

Documentation: Purchase of the Notes is subject to and should be read in conjunction with the related Prospectus.

In connection with the offer and sale of the Notes, the distributor may acquire the Notes from the Lead Manager at a discount to the Issue Price or at the Issue Price. If the distributor acquires the Notes at the Issue Price, the Lead Manager may pay to the distributor a distribution fee. Such amounts received by the distributor may be in addition to the brokerage cost/fee normally applied by the distributor. The purchaser acknowledges that such distribution fee may be retained by the distributor and that more information can only be obtained from the relevant distributor.

(6)

Annex A

In the tables hereunder, “X” shall mean “applicable”

Credit Events Standard European Corporate

Bankruptcy X

Failure to Pay X

Grace Period Extension Grace Period

Payment Requirement (USD 1,000,000) X Obligation Default

Obligation Acceleration Repudiation/Moratorium

Restructuring X

Modified Restructuring

Restructuring Maturity Limitation and Fully Transferable Obligation: Applicable

Modified Restructuring Maturity Limitation and Conditionally

Transferable Obligation: Applicable X

Multiple Holder Obligation X

Default Requirement (USD 10,000,000) X

All Guarantees X

Multiple Notices Obligation Acceleration

Obligations Category Standard European Corporate

Payment

Borrowed Money X

Reference Obligations Only Bond

Loan Bond or Loan

Obligations Characteristics Standard European Corporate

Not Subordinated Specified Currency: Not Sovereign Lender Not Domestic Currency Not Domestic Law Listed

References

Related documents

Madeleine’s “belief” that she is Carlotta Valdez, her death and rebirth as Judy (and then Madeleine again) and Scottie’s mental rebirth after his breakdown.. All of these

The GAO found that workers in in-patient healthcare facilities experienced workplace violence that resulted in lost time at a rate at least five times higher than workers in

Classifying the instruments at the light sources by the twelve categories of beamlines reveals some of the differences among the facilities.. For example, the APS, a hard x-ray light

Call hijacking occur when some transaction between a VoIP endpoint and the network are taken over by an attacker. The typical cases are registration hijacking, server

Because distance learning programs and courses rely heavily on technological applications for the delivery of course content and interactions among students and faculty,

Now we use numerical simulations of the model to examine the effects of imperfect competition in the downstream and complementary sectors with respect to the determination of

 Step 1 -Deposit £50 and you are instantly given another £50 as part of your balance Step 2 - Place £100 bet (use high odds, which means you need a large float, as we want the

In order to compare the computational costs of cuTauLeaping with respect to a standard CPU-based implementation of the original tau-leaping algorithm, we carry out different batches