Tier 2 Notes with no specified maturity date are undated securities. Nevertheless, the Tier 2 Notes with no specified maturity date may, if applicable, be redeemed at the option of the Issuer, (i) in whole or in part on any applicable call date specified in the applicable Final Terms or (ii) in whole but not in part, at any time for certain tax, regulatory or rating reasons, at the option of the Issuer. There can be no assurance that, at the relevant time, the relevant Noteholders will be able to reinvest the amounts received upon redemption at a rate that will provide the same return as their investment in the Tier 2 Notes with no specified maturity date. Should the Tier 2 Notes with no specified maturity date at such time be trading well above the price set for redemption, the Noteholders' anticipated returns would be adversely impacted. Potential investors should consider reinvestment risk in light of other investments available at that time.
No Events of Default in respect of Subordinated Notes
As provided under Condition 9 of the Terms and Conditions of the Tier 3 Notes and of the Tier 2 Notes, the holders of Subordinated Notes should be aware that the Terms and Conditions of the Tier 3 Notes and the Terms and Conditions of the Tier 2 Notes do not contain any events of default provision which means there is no right of acceleration of the Subordinated Notes in the case of non-payment of principal or interest on the Subordinated Notes or of the Issuer’s failure to perform any of its obligations under the Subordinated Notes. Payment of principal and interest on the Subordinated Notes shall be accelerated only if any judgment shall be issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason. As a result of the above, the value of the Notes or liquidity on the secondary market may be negatively affected.
No limitation on issuing or guaranteeing debt, including debt ranking senior to, or pari passu with, the Subordinated Notes
Apart from the Programme size limit referred to on the cover page of this Base Prospectus, there is no restriction under the Programme on the amount of unsecured debt which the Issuer may issue or guarantee.
The Issuer and its subsidiaries and affiliates may incur additional indebtedness or grant guarantees in respect of indebtedness of third parties, including indebtedness or guarantees that rank senior in priority of payment to, or pari passu with, the Subordinated Notes. If the Issuer's financial condition were to deteriorate, the relevant Noteholders could suffer direct and adverse consequences, including deferral of interest and, if the Issuer were liquidated (whether voluntarily or involuntarily), loss by the relevant Noteholders of all or a portion of their investment.
The terms of the Subordinated Notes contain a waiver of set-off rights
Condition 3 of the Terms and Conditions of the Tier 3 Notes and of the Tier 2 Notes provide that their holders waive any set-off rights to which they might otherwise be entitled to the extent such rights would otherwise impact the loss absorbing capacity of the Subordinated Notes. As a result, holders of the Subordinated Notes will not at any time be entitled to set-off the Issuer's obligations under the Subordinated Notes against obligations owed by them to the Issuer.Therefore, holders of Subordinated Notes may not receive any amount in respect of their claims or any amount due under the Notes.
The terms of the Subordinated Notes contain very limited covenants
In accordance with Condition 4 of the Terms and Conditions of the Tier 3 Notes and of the Tier 2 Notes, there is no negative pledge in respect of the Subordinated Notes. In addition, the Subordinated Notes do not require the Issuer to comply with financial ratios or otherwise limit its ability or that of its subsidiaries to incur additional debt, nor do they limit the Issuer’s ability to use cash to make investments or acquisitions,
to shareholders. Such actions could potentially affect the Issuer’s ability to service its debt obligations, including those of the Subordinated Notes. These very limited covenants may not provide sufficient protection for Noteholders which could adversely impact the Noteholders and increase the risk of losing all of their investment in the Subordinated Notes.
Subordinated Notes indexed on CMS rates of two different maturities
Condition 5(c) of the Terms and Conditions of the Tier 3 Notes and of the Tier 2 Notes allows for Notes allows for Subordinated Notes indexed on one or two CMS Rates to be issued. Investment in Subordinated Notes which bear interest at a floating rate comprise (i) one or two (2) CMS Rates, which may be added, subtracted or multiplied, and/or factored and (ii) a margin to be added or subtracted, as the case may be, from such base rate(s). If the combination formula of two (2) CMS Rates on the relevant Interest Determination Date is equal to or less than zero, no interest payment would be due for the related Interest Period (i.e., the interest rate for that relevant Interest Period would be equal to 0 per cent., unless otherwise specified in the relevant Final Terms and subject to any caps or floors provided herein). There will be a periodic adjustment (as specified in the relevant Final Terms) of the reference rates (e.g., every three months or six months). Accordingly, the market value of Floating Rate Notes may be volatile if changes to the reference rates can only be reflected in the interest rate of these Notes upon the next periodic adjustment of the relevant reference rate. The Subordinated Notes are not a suitable investment for investors who require regular fixed income payments because the Interest Amounts are variable.
C.5 Risks relating to Green Notes
As described in the section "Use of proceeds" of this Base Prospectus, the Final Terms relating to any specific Tranche of Notes may provide that it will be the Issuer’s intention to issue "green notes" (the
"Green Notes") and apply an amount equal to the net proceeds of the issue to finance and/or refinance, in whole or in part, new or existing projects from any of the Eligible Green Assets as defined in the relevant Final Terms and described in the Issuer's green framework dated June 2019, as amended and supplemented from time to time (the "Framework") which will be available on the website of the Issuer (https://www.cnp.fr/le-groupe-cnp-assurances/investisseurs/notations-et-financement/financements).
Since there is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a "green" or an equivalently-labelled project, no assurance is or can be given to Noteholders that any Eligible Green Assets or use(s) the subject of, or related to, any Eligible Green Assets will meet any or all investor expectations regarding such "green" or other equivalently-labelled performance objectives.
The use of the proceeds for any projects included in the Eligible Green Assets may not satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable laws or regulations or by its own by-laws or other governing rules or investment portfolio mandates.
No representation is given as to the suitability or reliability for any purpose whatsoever of the second party opinion provided by Vigeo Eiris (the "Second Party Opinion") or any opinion or certification of any third party (whether or not solicited by the Issuer) which may be made available in connection with the issue of any Notes and in particular with any Eligible Green Assets to fulfil any environmental, sustainability and/or other criteria.
While it is the intention of the Issuer to apply the proceeds of the Green Notes in, or substantially in, the manner described in the relevant Final Terms, neither can there be any assurance that the relevant project(s)
substantially in such manner and/or accordance with any timing schedule and that accordingly such proceeds will be totally or partially disbursed for such projects, nor that such projects will be completed within any specified period or at all or with the results or outcome (whether or not related to the environment) as originally expected or anticipated by the Issuer. Any such event or failure by the Issuer will not constitute an Event of Default under the Notes.
Any such event or failure to apply the proceeds from such Green Notes to Eligible Green Assets and/or withdrawal of the Second Party Opinion or any such other opinion or certification or any opinion or certification attesting that the Issuer is not complying with any matters for which such opinion or certification is opining or certifying on, may have a material adverse effect on the value of such Notes and also potentially the value of any other Notes which are intended to finance such projects and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose and consequently, Noteholders could be adversely affected.