REG - SG Issuer Societe Generale SA - Publication of Suppl.Prospcts - Societe Generale

Societe Generale SAAnnouncement

18/05/2022 16:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220518:nRSR9855La&default-theme=true

RNS Number : 9855L  SG Issuer  18 May 2022

 

 

SUPPLEMENT DATED 17 MAY 2022

PURSUANT TO THE BASE PROSPECTUS DATED 4 JUNE 2021

 

 

 

 SOCIETE GENERALE                                   and  SG ISSUER

 as Issuer and Guarantor (incorporated in France)        as Issuer

                                                         (incorporated in Luxembourg)

 

 

 

 

 

Securities Issuance Programme

 

This supplement dated 17 May 2022 (the Supplement) constitutes a supplement
for the purposes of Article 23 of the UK Prospectus Regulation (as defined
below) to the Securities Issuance Programme prospectus dated 4 June 2021 (the
Base Prospectus) which comprises a base prospectus for the purposes of the UK
Prospectus Regulation.

 

Terms defined in the Base Prospectus have the same meaning when used in this
Supplement. When used in this Supplement, UK Prospectus Regulation means
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (EUWA).

The purpose of this Supplement is to:

 

(i)   incorporate by reference the English version of the Document
d'Enregistrement Universel 2022 of Societe Generale [filed with the FCA (as
defined below) on 5 May 2022] and amend the sections "Risk Factors",
"Documents Incorporated by Reference", "Description of Societe Generale" and
"General Information" of the Base Prospectus accordingly; and

(ii)   Correct some provisions in the section "Form of Final Terms".

Any websites included in the Base Prospectus are for information purposes only
and do not form part of the Base Prospectus.

If documents which are incorporated by reference attached to this Supplement
themselves incorporate any information or other documents therein, either
expressly or implicitly, such information or other documents will not form
part of this Supplement for the purposes of the UK Prospectus Regulation
except where such information or other documents are specifically incorporated
by reference or attached to this Supplement. Any non-incorporated parts of a
document referred to in this Supplement are either deemed not relevant for an
investor or are otherwise covered elsewhere in this Supplement, the Previous
Supplement (as defined below) or the Base Prospectus.

The amendments included in this Supplement shall only apply to final terms,
the date of which falls on or after the approval of this Supplement.

This Supplement is supplemental to, and should be read in conjunction with the
Base Prospectus, the first supplement dated 3 September 2021 (the Previous
Supplement) and all documents which are incorporated therein by reference.

This Supplement has been approved by the United Kingdom Financial Conduct
Authority (the FCA) as competent authority under the UK Prospectus Regulation
as a supplement to the Base Prospectus. The FCA only approves this Supplement
as meeting the standards of completeness, comprehensibility and consistency
imposed by the UK Prospectus Regulation. Approval by the FCA should not be
considered as an endorsement of the Issuers or the Guarantor or of the quality
of the Notes which are the subject of this Supplement. Investors should make
their own assessment as to the suitability of investing in the Notes.

To the extent that there is any inconsistency between (i) any statement in
this Supplement and (ii) any other statement in the Base Prospectus, the
statements in (i) above will prevail.

Save as disclosed in this Supplement, there has been no significant new
factor, material mistake or material inaccuracy relating to information
included in the Base Prospectus since the publication of the Base Prospectus.

In accordance with Article 23(2) of the UK Prospectus Regulation and PRR 3.4.1
of the FCA's Prospectus Regulation Rules sourcebook, investors who have
already agreed to purchase or subscribe for Notes issued under the Programme
before this Supplement is published and where the Notes have not yet been
delivered to them at the time when the significant new factor, material
mistake or material inaccuracy to which this Supplement relates, arose or was
noted, where the Notes are affected by the significant new factor, material
mistake or material inaccuracy to which this Supplement relates, have the
right, exercisable until close of business on 20 May 2022, which is three
working days after the publication of this Supplement (beginning with the
working day after the date on which this Supplement was published) to withdraw
their acceptances. Investors may contact the relevant Authorised Offeror(s)
(as set out in the Final Terms of the relevant Notes) should they wish to
exercise such right of withdrawal before the above deadline.

Any reference to page numbers below are references to the Base Prospectus.

 

I.   SECTION "RISK FACTORS"

 

Paragraph 1 "Risks relating to the Group" on page 15 is modified as follows,
with provisions added in red and deleted in green:

 

"Risk factors relating to Societe Generale group are detailed on pages 152 to
162 of the 2021 Universal Registration Document, and pages 30 to 32 of the
First Amendment to the 2021 Universal Registration Document and pages 148 to
160 of the 2022 Universal Registration Document incorporated by reference (see
Section "Documents Incorporated by Reference")."

 

II.  SECTION "DOCUMENTS INCORPORATED BY REFERENCE"

 

 

(i)  Paragraph 1.1 "Documents incorporated by reference relating to Societe
Generale" on page 98 is modified as follows, with figure added in red and
deleted in green:

 

"To the extent that each of the documents incorporated by reference relating
to Societe Generale incorporates itself documents by reference, such documents
shall not be deemed incorporated by reference herein. Any reference to
documents incorporated by reference relating to Societe Generale shall be
deemed to exclude the parts referred to in (i), (ii) and (iii) in the
paragraphs 1.1.1 to 1.1.34 below."

 

 

(ii) In paragraph 1 "List of the documents incorporated by reference",
paragraph 1.1 "Documents incorporated by reference relating to Societe
Generale", the sub-paragraph 1.1.4 is added as follows on page 99:

 

 

"1.1.4    2022 Universal Registration Document

 

The expression "2022 Universal Registration Document" means the English
version of the Document d'Enregistrement Universel 2022 of Societe Generale
[filed with the FCA on 5 May 2022] except for (i) the cover page containing
the AMF textbox, (ii) the statement of the person responsible for the
universal registration document and the annual financial report made by Mr.
Frédéric Oudéa, Chief Executive Officer of Societe Generale, page 646 and
(iii) the cross reference tables, pages 648 to 656.

 

The 2022 Universal Registration Document is available on the Societe Generale
website
(https://www.societegenerale.com/sites/default/files/documents/2022-03/Universal-Registration-Document-2022.pdf
(https://www.societegenerale.com/sites/default/files/documents/2022-03/Universal-Registration-Document-2022.pdf)
).

 

The cross-reference table in relation to the 2022 Universal Registration
Document appears in the paragraph 2.1.4 below."

 

 

(iii) In paragraph 2 "Cross reference tables of the documents incorporated by
reference", paragraph 2.1 "Cross reference tables relating to Societe
Generale", the sub-paragraph 2.1.4 is added as follows on page 104:

 

 

"2.1.4 2022 Universal Registration Document

 

 

 Commission Delegated Regulation (EU) No 2019/980                              2022 Universal Registration Document
 RISK FACTORS                                                                  148-160
 risks related to the macroeconomic, geopolitical, market and regulatory       148-154
 environments
 credit and counterparty risks                                                 154-155
 market and structural risks                                                   155-156
 operational risks (including risk of inappropriate conduct) and model risks   156-159
 liquidity and funding risks                                                   159-160
 risks related to insurance activities                                         160
 INFORMATION ABOUT THE ISSUER
 History and development of the company                                        7-8
 Legal and commercial name of the Issuer                                       625
 Place of registration, registration number and legal entity identifier (LEI)  625
 of the Issuer
 Date of incorporation and the length of life of the Issuer                    625
 Domicile and legal form of the Issuer, applicable legislation, country of     625
 incorporation, address and telephone number of its registered office and
 website

 BUSINESS OVERVIEW
 Principal activities                                                          8-10; 47-49
 Principal markets                                                             8-15 16-25 ; 28-29 ; 482-487
 ORGANISATIONAL STRUCTURE
 Summary description of the Group and the Issuer's position within it          8-10; 28-29
 TREND INFORMATION                                                             14-15 ; 56-57
 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
 Board of Directors and senior management                                      64-95
 Administrative bodies and senior management's conflicts of interest           142
 MAJOR SHAREHOLDERS
 Control of the Issuer                                                         621-622 ; 624
 FINANCIAL INFORMATION CONCERNING THE ASSETS AND LIABILITIES, FINANCIAL
 POSITION AND PROFITS AND LOSSES OF THE ISSUER
 Historical financial information                                              10 ; 30-51 ; 146 ; 349-615
 Financial statements                                                          350-615
 Consolidated Balance sheet                                                    350-351
 Consolidated income statement                                                 352
 Accounting policies and explanatory notes on the consolidated financial       357-537
 statements
 Cash flow statement                                                           355
 Changes in shareholders' equity                                               354
 Parent Company Balance sheet                                                  551-552
 Parent Company income statement                                               552
 Accounting policies and explanatory notes on the annual financial statements  553-608
 Auditing of the historical annual financial information                       538-543 ; 609-615
 Legal and arbitration proceedings                                             259 ; 534-537 ; 606-608
 MATERIAL CONTRACTS                                                            56

 

The parts of the 2022 Universal Registration Document which are not included
in the cross-table above are not incorporated by reference as they are not
relevant for an investor or are covered elsewhere in the Base Prospectus.

 

 

III.      SECTION "DESCRIPTION OF SOCIETE GENERALE"

 

(i)  The first sentence of Paragraph 1 "Statutory Auditors" is amended on
page 949, with the provision added in red and the provision deleted in green
as follows:

 

"For the financial years ended 31 December 2019, and 31 December 2020 and 31
December 2021"

 

(ii) Paragraph 5 "Trend Information" on page 949 is modified, with the
provisions added in red and the provisions deleted in green as follows:

 

"Save as disclosed on pages 3 and 4 14 and 15 of the 2021 2022 Universal
Registration Document, there has been no material adverse change in the
prospects of Societe Generale and its consolidated subsidiaries (taken as a
whole) since 31 December 2020 2021.

For information on any known trends regarding Societe Generale, please refer
to pages 14, 15 and 59 56-57 of the 2021 2022 Universal Registration Document
and pages 3 to 28 of the First Amendment to the 2021 Universal Registration
Document incorporated by reference herein."

 

(iii) Subparagraph 9.1 "Legal and arbitration proceedings" on page 949 is
amended with the provisions added in red and the words deleted in green as
follows:

 

"Save as disclosed on pages 259 and 534 to 537 519 to 522, 590 to 592 of the
2021 2022 Universal Registration Document and on pages 36 and 37 of the First
Amendment to the 2021 Universal Registration Document, for a period covering
the last twelve months, there have been no legal or arbitration proceedings
relating to claims or amounts which are material in the context of the issue
of Notes thereunder to which Societe Generale is a party nor, to the best of
the knowledge and belief of Societe Generale, are there any pending or
threatened governmental, legal or arbitration proceedings relating to such
claims or amounts which are material in the context of the issue of Notes
thereunder which would in either case jeopardise the Issuer's ability to
discharge its obligations in respect of the Notes.

See also section "Documents Incorporated by Reference" of this Base
Prospectus."

 

(iv)       Subparagraph 9.2 "Significant change in the financial or
trading position" on page 950 is amended with the provision added in red and
the provision deleted in green as follows:

 

"There has been no significant change in the financial position or performance
of Societe Generale and its consolidated subsidiaries (taken as a whole) since
31 March 2021 December 2021."

 

 

IV.     SECTION "GENERAL INFORMATION"

 

Subparagraph (b) in paragraph 4 "Availability of Documents" on page 977 is
modified as follows, with provisions added in red and word deleted in green:

 

 "(b)        the 2020 Universal Registration Document, the 2021
Universal Registration Document, and the First Amendment to the 2021 Universal
Registration Document and the 2022 Universal Registration Document."

 

 

V.   SECTION "FORM OF FINAL TERMS"

Part A « Contractual Terms », page 119, the sub-paragraph below of the
paragraph (v) « Method of determination of the Rate of Interest and Interest
Amount » of point 14 « Floating Rate Notes Provisions », is modified as
follows, with provisions added in red and deleted in green:

 

 

 [if Compounding with Observation Shift or Averaging with Observation Shift
 applies]
 - [Observation Period Shift Additional Business Day:]  [specify financial center(s) or if none specified it shall be deemed that no

                                                      Observation Period Shift Additional Business Day applies]

  "s":                                                  [specify if different from 5]]

 ["Observation Period Shift":]
 - Set-in Advance Observation Period :                  [Applicable. The Set-In-Advance Observation Period is  specify ] [Not

                                                      Applicable]

 

 

 

 

 

 

 

 

DOCUMENTS AVAILABLE

Copies of this Supplement can be obtained, without charge, from the head
office of each Issuer and the specified office of each of the Paying Agents,
in each case, at the address given at the end of the Base Prospectus.

This Supplement will be published on the website of:

- the Financial Conduct Authority (https://marketsecurities.fca.org.uk/
(https://marketsecurities.fca.org.uk/) ); and

- the Issuers (http://prospectus.socgen.com (http://prospectus.socgen.com) ).

 

RESPONSIBILITY

 

Each of Societe Generale and SG Issuer accepts responsibility for the
information given in this Supplement and confirms that the information
contained in this Supplement is, to the best of their knowledge, in accordance
with the facts and this Supplement makes no omission likely to affect the
import of such information.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PSPDZGMKFRFGZZM