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Notice of Information Relating to the Amendments to the Additional Terms and Conditions for Credit Linked Notes
SG ISSUER
JSE Code: SGI004 JSE Code: SGI005 JSE Code: SGI006
ISIN: ZAG000132218 ISIN: ZAG000135104 ISIN: ZAG000145202
With reference to the With reference to the With reference to the
ZAR 40,000,000 Credit Linked ZAR 25,000,000 Credit Linked ZAR 60,000,000 Credit Linked
Notes in issue under the Debt Notes in issue under the Debt Notes Credit Linked Notes in
Instruments Issuance Instruments Issuance issue under the Debt
Programme Programme Instruments Issuance
(collectively, “Notes”)
Unconditionally and irrevocably guaranteed by Société Générale (“the Guarantor”)
NOTICE TO THE NOTEHOLDERS DATED 27/01/2020
NOTICE OF INFORMATION RELATING TO THE AMENDMENTS TO THE ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES
In respect of each of the Notes referred to in the Annex hereto, we refer to the respective terms and
conditions of the Notes issued by SG Issuer (the “Issuer”) (the “Terms and Conditions”).
Pursuant to Condition 1 of the Additional Terms and Conditions for Credit Linked Notes of the relevant
Debt Instruments Issuance Programme Base Prospectus, the Calculation Agent has the right to amend
any provision of the Additional Terms and Conditions for Credit Linked Notes and/or the applicable
Final Terms to incorporate and/or reflect and/or take account of protocols from time to time published
by ISDA.
NOTICE IS HEREBY GIVEN to the Noteholders that the Calculation Agent has decided to amend the
definitions of “Failure to Pay” and “Outstanding Principal Balance” in the Additional Terms and
Conditions for Credit Linked Notes from, and including, 27 January 2020, in order to reflect and take
account of changes introduced by the ISDA 2019 NTCE PROTOCOL, as published by the
International Swaps and Derivatives Association on 27 August 2019 and which has been adhered to by
Société Générale and other market counterparties.
Consequently, the following amended definitions, will apply to the Notes from, and including, 27
January 2020:
“Failure to Pay means, after the expiration of any applicable Grace Period (after the satisfaction of
any conditions precedent to the commencement of such Grace Period), the failure by a Reference
Entity to make, when and where due, any payments in an aggregate amount of not less than the
Payment Requirement under one or more Obligations, in accordance with the terms of such
Obligations at the time of such failure.
"Credit Deterioration Requirement" will apply to each Reference Entity which is not a Sovereign
and means that, notwithstanding the foregoing, it shall not constitute a Failure to Pay if such failure
does not directly or indirectly either result from, or result in, a deterioration in the creditworthiness
or financial condition of the Reference Entity.
If an occurrence that would constitute a Failure to Pay (a) is a result of a redenomination that occurs
as a result of action taken by a Governmental Authority which is of general application in the
jurisdiction of such Governmental Authority and (b) a freely available market rate of conversion
existed at the time of the redenomination, then such occurrence will be deemed not to constitute a
Failure to Pay unless the redenomination itself constituted a reduction in the rate or amount of
interest, principal or premium payable (as determined by reference to such freely available market
rate of conversion) at the time of such redenomination.”
“Outstanding Principal Balance means the "Outstanding Principal Balance" of an obligation
calculated as follows:
(i) first, by determining, in respect of the obligation, the amount of the Reference Entity’s principal
payment obligations and, where applicable in accordance with the definition of Deliverable/Selected
Obligation Accrued Interest, the Reference Entity’s accrued but unpaid interest payment obligations
which, in the case of a Guarantee will be the lower of (A) the Outstanding Principal Balance
(including accrued but unpaid interest, where applicable) of the Underlying Obligation (determined
as if references to the Reference Entity were references to the Underlying Obligor) and (B) the
amount of the Fixed Cap, if any;
(ii) second, by subtracting all or any portion of such amount which, pursuant to the terms of the
obligation (A) is subject to any Prohibited Action or (B) may otherwise be reduced as a result of the
effluxion of time or the occurrence or non-occurrence of an event or circumstance (other than by way
of (I) payment or (II) a Permitted Contingency) (the amount determined in (i) less any amounts
subtracted in accordance with (ii), the "Non-Contingent Amount"); and
(iii) third, by determining the Quantum of the Claim, which shall then constitute the Outstanding
Principal Balance.
in each case, determined;
(A) unless otherwise specified, in accordance with the terms of the obligation in effect on the date
selected by the Calculation Agent by reference to any Hedge Positions; and
(B) with respect to the Quantum of the Claim only, in accordance with any applicable laws (insofar
as such laws reduce or discount the size of the claim to reflect the original issue price or accrued
value of the obligation).
Where "applicable laws" shall include any bankruptcy or insolvency law or other law affecting
creditors’ rights to which the relevant obligation is, or may become, subject.
Where:
Quantum of the Claim means the lowest amount of the claim which could be validly asserted
against the Reference Entity in respect of the Non-Contingent Amount if the obligation had become
redeemable, been accelerated, terminated or had otherwise become due and payable at the time of
the relevant determination, provided that the Quantum of the Claim cannot exceed the Non-
Contingent Amount.
"Fallback Discounting" will apply to each Reference Entity which is not a Sovereign and means
that, notwithstanding the above, if (i) the Outstanding Principal Balance of an obligation is not
reduced or discounted under (iii)(B) above, (ii) that obligation is either a Bond that has an issue price
less than ninety-five per cent of the principal redemption amount or a Loan where the amount
advanced is less than ninety-five per cent of the principal repayment amount, and (iii) such Bond or
Loan does not include provisions relating to the accretion over time of the amount which would be
payable on an early redemption or repayment of such Bond or Loan that are customary for the
applicable type of Bond or Loan as the case may be, then the Outstanding Principal Balance of such
Bond or Loan shall be the lesser of (a) the Non-Contingent Amount; and (b) an amount determined
by straight line interpolation between the issue price of the Bond or the amount advanced under the
Loan and the principal redemption amount or principal repayment amount, as applicable.
For the purposes of determining whether the issue price of a Bond or the amount advanced under a
Loan is less than ninety-five per cent of the principal redemption amount or principal repayment
amount (as applicable) or, where applicable, for applying straight line interpolation:
(x) where such Bond or Loan was issued as a result of an exchange offer, the issue price or amount
advanced of the new Bond or Loan resulting from the exchange shall be deemed to be equal to the
aggregate Outstanding Principal Balance of the original obligation(s) that were tendered or
exchanged (the "Original Obligation(s)") at the time of such exchange (determined without regard
to market or trading value of the Original Obligation(s)); and
(y) in the case of a Bond or Loan that is fungible with a prior debt obligation previously issued by
the Reference Entity, such Bond or Loan shall be treated as having the same issue price or amount
advanced as the prior debt obligation.
In circumstances where a Noteholder would have received more than one obligation in exchange for
the Original Obligation(s), the Calculation Agent will determine the allocation of the aggregate
Outstanding Principal Balance of the Original Obligation(s) amongst each of the resulting obligations
for the purpose of determining the issue price or amount advanced of the relevant Bond or Loan.
Such allocation will take into account the interest rate, maturity, level of subordination and other
terms of the obligations that resulted from the exchange and shall be made by the Calculation Agent
in accordance with the methodology (if any) determined by the relevant Credit Derivatives
Determinations Committee.”
For your information, we provide you with the elements published on the ISDA website and accessible
through the following link: https://www.isda.org/protocol/isda-2019-ntce-protocol/
Capitalised terms used but not otherwise defined in this notice shall have the meanings given to them in
the Terms and Conditions, as amended and supplemented from time to time.
Nothing in this notice shall be construed as a waiver of any rights we may have under or in connection
with the Notes.
For further information, Noteholders shall contact Société Générale as indicated in the Terms and
Conditions or at the office of the Fiscal Agent (specified below).
THE FISCAL AGENT
SOCIETE GENERALE BANK & TRUST S.A.
11 Avenue Emile Reuter
L-2420 LUXEMBOURG
The Issuer accepts responsibility for the information contained in this Notice.
28 January 2020
Debt Sponsor
Questco (Pty) Ltd
ANNEX
The Notes
Issue Date Series Number JSE Code ISIN Code
25/01/2016 80467EN/16.1 SGI004 ZAG000132218
29/07/2016 90023EN/16.7 SGI005 ZAG000135104
07/08/2017 90848EN/17.8 SGI006 ZAG000145202
4
Date: 29-01-2020 07:05:00
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