FINAL TERMS DATED as of 29 January 2008
BNP Paribas Arbitrage Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
Up to 50,000 “Kempen Euro Financials” EUR Certificates relating to Basket of Financial Shares
ISIN Code: XS0342882080
Unconditionally and irrevocably guaranteed by
(incorporated in France)
(as Guarantor)
The Certificates are offered to the public in the Netherlands from 4 February 2008 to 21 February 2008
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the sections
entitled "Terms and Conditions of the Certificates" and "Annex 2 - Additional Terms and Conditions for Share
Certificates" in the Base Prospectus dated 30 May 2007, the First Supplement to the Base Prospectus dated 11 July
2007, the Second Supplement to the Base Prospectus dated 3 October 2007 and the Third Supplement to the Base
Prospectus dated 8 January 2008, which together constitute a base prospectus for the purposes of the Directive
2003/71/EC (the "Prospectus Directive"). This document constitutes the Final Terms of the Certificates described
herein and must be read in conjunction with such Base Prospectus as so supplemented. Full information on BNP
Paribas Arbitrage Issuance B.V. (the “Issuer”) and the offer of the Certificates is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus as supplemented is available for
viewing and copies may be obtained free of charge at the specified office of the Certificate Agent.
References herein to numbered Conditions are to the terms and conditions of the relevant series of Certificates and
words and expressions defined in such terms and conditions shall bear the same meaning in this Final Terms in so far as
it relates to such series of Certificates, save as where otherwise expressly provided.
This Final Terms relates to the series of Certificates as set out in “Specific Provisions for each Series” below.
References herein to “Certificates” shall be deemed to be references to the relevant Certificates that are the subject of
this Final Terms and references to “Certificates” and “Certificate” shall be construed accordingly.
XS0342882080
1.
Issuer:
BNP PARIBAS ARBITRAGE ISSUANCE B.V.
2.
Guarantor:
BNP PARIBAS
SPECIFIC PROVISIONS FOR EACH SERIES
Series
Number
No. of
Certificates
issued
No. of
Certificates
ISIN
Common Code
CE338TM
N/A
Up to
50,000
XS0342882080
034288208
Issue Price
per
Certificate
Between
EUR 1,000
to EUR
1,010
Redemption Date
28 February 2014
The Redemption Date shall be subject to adjustment in accordance with the Following Business Day Convention.
GENERAL PROVISIONS
The following terms apply to each series of Certificates:
3.
Trade Date:
The trade date of the Certificates is 21 February 2008.
4.
Issue Date:
The issue date of the Certificates is 28 February 2008.
5.
Consolidation:
Not Applicable.
6.
Type of Certificates:
(a)
The Certificates are Share Certificates.
(b)
The Certificates are “Kempen Euro Financials” Certificates.
7.
Form of Certificates:
Clearing System Global Certificate.
8.
Business Day Centre(s):
The applicable Business Day Centre for the purposes of the
definition of “Business Day” in Condition 4 is TARGET.
9.
Settlement:
Settlement will be by way of cash payment (Cash Settled
Certificates).
10. Variation of Settlement:
(a)
Issuer’s option to vary settlement:
(b) Variation of Settlement of Physical
Delivery Certificates:
11. Relevant Asset(s):
The Issuer does not have the option to vary settlement in respect
of the Certificates.
Not Applicable
Not Applicable.
Not Applicable.
12. Entitlement:
13. Instalment Certificates:
The Certificates are not Instalment Certificates.
2
XS0342882080
14. Partly Paid Certificates:
The Certificates are not Partly Paid Certificates.
15. Exchange Rate:
Not Applicable.
16. Settlement Currency:
The settlement currency is Euro ("EUR").
17. Agent:
BNP Paribas Arbitrage S.N.C.
18. Calculation Agent:
BNP Paribas Arbitrage S.N.C, 8 rue de Sofia, 75018 Paris,
France.
19. Governing law:
English law.
20. Special conditions or other modifications
to the Terms and Conditions:
Minimum Trading Size: one (1) Certificate.
Over and above the Minimum Trading Size, Certificates may be
traded in multiples of one (1) Certificate.
PRODUCT SPECIFIC PROVISIONS
21. Index Certificates:
Not Applicable.
22. Share Certificates:
The provisions of Annex 2 (Additional Terms and Conditions for
Share Certificates) shall apply.
(a)
Share(s)/Share
Company:
Sharei
1
2
3
4
5
6
7
8
9
10
Company/Basket
Basket
Company
AEGON NV
BARCLAYS
PLC
DANSKE BANK
DEXIA
ING
SAMPO PLC
SWEDBANK
AB
SOCIETE
GENERALE
UBS AG(REGISTERED)
UNICREDITO
ITALIANO
The Certificates relate to a basket of 10 ordinary shares, or
registered shares as the case may be, in the share capital of each
Basket Company (each Sharei) (together the “Basket of Shares”
or the “Basket”) as set out in table below:
ISIN Code
NL0000303709
GB0031348658
DK0010274414
BE0003796134
NL0000303600
FI0009003305
SE0000242455
FR0000130809
CH0024899483
IT0000064854
3
Bloomberg code
AGN NA
BARC LN
DANSKE DC
DEXB BB
INGA NA
SAMAS FH
SWEDA SS
GLE FP
UBSN VX
UC IM
Exchange
Euronext
Amsterdam
London Stock
Exchange
Copenhagen
Stock Exchange
Euronext
Brussels
Euronext
Amsterdam
OMX Helsinki
Stock Exchange
Stockholm
Stock Exchange
Euronext Paris
SWX Swiss
Exchange
Borsa Italiana
XS0342882080
(b) Exchange(s):
See table above.
(c)
All Exchanges.
Related Exchange(s):
(d) Exchange Business Day:
All Shares Basis.
(e)
Scheduled Trading Day:
All Shares Basis.
(f)
Weighting:
Not Applicable.
(g) Settlement Price:
In respect of each Share i, as set out in Annex 2 relating to a single
Share.
(h) Disrupted Day:
If the Valuation Date or any Automatic Early Redemption
Valuation Date is a Disrupted Day, the Settlement Price will be
calculated in accordance with the provisions set out in the
definition of “Valuation Date” in Condition 4.
(i)
Relevant Time:
The Scheduled Closing Time.
(j)
Knock-in Event:
Applicable.
Basket Performance (as calculated in accordance with the formula
detailed in § 37. below) less than Knock-in Price.
(i) Knock-in Price:
(ii) Knock-in
Date:
60%.
Period
Beginning
Not Applicable.
(iii) Knock-in Period Beginning
Date Scheduled Trading Day
Convention:
Not Applicable.
(iv) Knock-in
Period:
Determination
Not Applicable.
(v) Knock-in
Day(s):
Determination
The Valuation Date.
(vi) Knock-in Period Ending Date:
Not Applicable.
(vii) Knock-in Period Ending Date
Scheduled
Trading
Day
Convention:
Not Applicable.
(viii) Knock-in Valuation Time:
The Relevant Time (see above).
(k) Knock-out Event:
Not Applicable.
4
XS0342882080
(l)
Automatic Early Redemption Event:
Applicable.
Basket Performance greater than or equal to the Automatic Early
Redemption Price.
Where:
Basket Performance is calculated in accordance with the
following formula:
100% ×
1 10 Sharei ,t
∑
10 i =1 Sharei ,initial
Share i,initial has the definition ascribed to such term under § 37.
below;
Share i,t is the Closing Price of each Share
Automatic Early Redemption Valuation Date;
i
on the relevant
Closing Price is the Settlement Price provided that in respect of
Share i,t each Automatic Early Redemption Valuation Date shall
be deemed to be a Valuation Date.
For the avoidance of doubt after an Automatic Early Redemption
Event, the Holder will not be entitled to any rights or benefits with
respect to the Certificates.
(i)
Automatic Early Redemption
Amount:
N +1,000 × 16% × t
Where:
N is the Notional Amount of each Certificate specified in § 44;
and
t is a number from 1 to 5 representing the Automatic Early
Redemption Valuation Date in respect of which the Automatic
Early Redemption Event has occurred.
(ii) Automatic Early Redemption
Date(s):
2 March 2009 (t=1), 1 March 2010 (t=2), 28 February 2011 (t=3),
28 February 2012 (t=4) and 28 February 2013 (t=5).
(iii) Business Day Convention:
Following Business Day Convention.
(iv) Automatic Early Redemption
Price:
100%
(v) Automatic Early Redemption
Rate:
Not Applicable.
(vi) Automatic Early Redemption
Valuation Date(s):
23 February 2009 (t=1), 22 February 2010 (t=2), 21 February
2011 (t=3), 21 February 2012 (t=4) and 21 February 2013 (t=5).
(m) Redemption on Occurrence
Extraordinary Event:
of
As per Conditions.
5
XS0342882080
(n) Delayed Redemption on Occurrence
of Extraordinary Event:
Not Applicable.
23. GDR Certificates:
Not Applicable.
24. Debt Certificates:
Not Applicable.
25. Commodity Certificates:
Not Applicable.
26. Inflation Index Certificates:
Not Applicable.
27. Currency Certificates:
Not Applicable.
28. Fund Certificates:
Not Applicable.
29. Market Access Certificates:
Not Applicable.
30. Credit Linked Certificates:
Not Applicable.
31. Additional Disruption Events:
(i)
The following Additional Disruption Events apply to the
Certificates:
Change in Law;
Hedging Disruption;
Insolvency Filing;
(ii)
Delayed Redemption on Occurrence of Additional
Disruption Event: Not Applicable.
PROVISIONS RELATING TO INTEREST
32. Fixed Rate Provisions:
Not Applicable.
33. Floating Rate Provisions
Not Applicable.
34. Formula Linked Interest:
Not Applicable.
ISSUER CALL OPTION IN RESPECT OF CERTIFICATES
35. Issuer Call Option:
Not Applicable.
HOLDER PUT OPTION IN RESPECT OF CERTIFICATES
36. Holder Put Option:
Not Applicable.
6
XS0342882080
PROVISIONS RELATING TO VALUATION AND REDEMPTION
37. Cash Settlement Amount :
Unless an Automatic Early Redemption Event has occurred, the
Holder shall receive on the Redemption Date, in respect of each
Certificate payment of a Cash Settlement Amount in accordance
with the following provisions:
1) If, on the Valuation Date, Basket Performance is greater than
or equal to 100%, then:
N +1,000 × 16% × 6
2) If, on the Valuation Date, Basket Performance is less than
100% Basket Performance but is greater than or equal to the
Knock-in Price, then:
N x 100%
3) Otherwise :
N x Basket Performance
Where:
N is the Notional Amount of each Certificate as set out in §44;
Basket Performance is calculated in accordance with the
following formula:
100% ×
Share
Date;
Share
Date;
1 10 Sharei , final
∑
10 i =1 Sharei ,initial
i,initial
i,final
is the Closing Price of each Share
i
on the Strike
is the Closing Price of each Share i on the Valuation
Strike Date is 21 February 2008 and if such day is a Disrupted
Day such day shall be treated as a Valuation Date; and
Closing Price is the Settlement Price provided that in respect of
Share i,initial the Strike Date shall be deemed to be a Valuation
Date.
38. Valuation Date:
21 February 2014.
39. Averaging:
Averaging does not apply to the Certificates.
40. Observation Dates:
Not Applicable.
7
XS0342882080
41. Observation Period:
Not Applicable.
42. Specified Maximum Days of Disruption:
Three (3) Scheduled Trading Days.
43. Settlement Business Day:
Not Applicable.
44. Notional Amount of each Certificate:
EUR 1,000.
DISTRIBUTION AND US SALES ELIGIBILITY
45. Selling Restrictions:
(a)
As described in the Base Prospectus
Eligibility for sale of Certificates in
the United States to AIs
The Certificates are not eligible for sale in the United States to
AIs.
(b) Eligibility for sale of Certificates in
the United States to QIBs within the
meaning of rule 144a:
The Certificates are not eligible for sale in the United States under
Rule 144A to QIBs.
46. Additional U.S. Federal income tax
consequences:
Not Applicable.
47. Registered broker/dealer:
Not Applicable.
48. Syndication:
The Certificates will be distributed on a non-syndicated basis.
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. The information included in Part B
(the Information) consists of extracts from or summaries of information that is publicly available in respect of the
Basket Companies. The Issuer confirms that such information has been accurately reproduced and that, so far as it is
aware, and is able to ascertain from information published by the company, no facts have been omitted which would
render the reproduced inaccurate or misleading.
Signed on behalf of BNP Paribas Arbitrage Issuance B.V.
As Issuer:
By: ....................................Duly authorised
8
XS0342882080
PART B – OTHER INFORMATION
1.
Listing and Admission to trading:
Application will be made to list the Certificates on the Luxembourg Stock Exchange and to admit the Certificates
for trading described herein on the “Bourse de Luxembourg” (the “Regulated Market”) of the Luxembourg Stock
Exchange and to be listed and traded on Euronext Amsterdam by NYSE Euronext, with effect from the Issue Date.
2.
Rating
The Certificates to be issued have not been rated.
3.
Notification
The Commission de Surveillance du Secteur Financier has provided to the Autoriteit Financiële Markten (AFM)
in the Netherlands a certificate of approval attesting that the Base Prospectus as supplemented has been drawn up
in accordance with Prospectus Directive.
The Issuer and the Guarantor have authorised the use of these Final Terms and the Base Prospectus dated 30 May
2007, the First Supplement to the Base Prospectus dated 11 July 2007 and the Second Supplement to the Base
Prospectus dated 3 October 2007 and the Third Supplement to the Base Prospectus dated 8 January 2008 by
Kempen & Co N.V., Beethovenstraat 300, 1077 WZ Amsterdam (the Distributor) in connection with offers of the
Certificates to the public in the Netherlands for the period set out in paragraph 8 below.
4.
Interests of Natural and Legal Persons Involved in the Offer
Save as discussed in “Risk Factors” in the Base Prospectus, so far as the Issuer is aware, no person involved in the
offer of the Securities has an interest material to the offer.
5.
6.
Reasons for the Offer, Estimated Net Proceeds and Total Expenses
Reasons for the offer:
The net proceeds from the issue of Securities will
become part of the general funds of BNPP B.V.
Such proceeds may be used to maintain positions in
options or futures contracts or other hedging
instruments.
Estimated net proceeds:
The net proceeds is not available.
Estimated total expenses:
The estimated total expense is not available.
Fees:
Fees have been paid to Kempen & Co N.V. in
respect of this transaction. They cover distribution
and or structuring costs for an annual amount not
greater than to 3% of the Issue Amount. Details of
such fees are available from Kempen & Co N.V.
upon request.
Performance of Underlying/Formula/Other Variable, Explanation of Effect on Value of Investment and
Associated Risks and Other Information concerning the Underlying
The Certificates are subject to early redemption: an early termination feature is likely to limit the market value
of Certificates which generally will not rise substantially above the price at which they can be terminated.
9
XS0342882080
Following an early termination, a Holder may not be able to reinvest any termination proceeds at an effective
interest rate as high as the interest rate on the relevant Certificates being terminated and may only be able to do so
at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments
available at that time.
The Certificates will be automatically redeemed if on an Automatic Early Redemption Valuation Date the Basket
Performance is equal to or greater than 100%; the Automatic Early Redemption Amount will depend upon the
number of years elapsed from the Strike Date as detailed in § 22 Part A.
If not automatically redeemed, the Certificates will be capital protected as long as the Basket Performance is
greater than or equal to 60%; otherwise, the final Cash Settlement Amount per Certificate may be significantly less
than the value of an investment in the Certificates.
The Certificates are not capital protected; accordingly, investors should be aware that they may sustain a partial
or total loss of the purchase price of their Certificates.
During the secondary market period, the price of the Certificates will depend upon market conditions and may be
subject to significant fluctuations. If the Certificates are sold, before maturity, there is a higher probability that the
investor will suffer a loss of its investment.
Over the same time period, the yield of the Certificates may well be inferior to the yield of a market-neutral-risk
investment.
7.
Operational Information
Any clearing system(s) other than Euroclear Bank
S.A./N.V.,
Clearstream
Banking,
société
anonyme, Euroclear France, Iberclear, the relevant
identification number(s) and in the case of VPC
Certificates, the VPC Certificate Agent:
8.
Fondscode: 619546
Terms and Conditions of the Public Offer
Conditions to which the offer is subject:
The Issuer reserves the right to withdraw the offer of the
Certificates at any time on or prior to the Offer End Date
(as defined below). For the avoidance of doubt, if any
application has been made by a potential investor and the
Issuer exercises such a right, each such potential investor
shall not be entitled to subscribe or otherwise acquire the
Certificates.
Total amount of the issue/offer; if the amount is not fixed,
description of the arrangements and time for announcing
to the public the definitive amount of the offer:
Publication (i) on the website of the Luxembourg Stock
Exchange (“www.bourse.lu”) or (ii) on the website of the
Distributor
by
loading
the
following
link
http://www.kempen.nl on or around 28 February 2008.
10
XS0342882080
The time period, including any possible amendments,
during which the offer will be open and description of the
application process:
From, on or about 4 February 2008 to, and including, 21
February 2008, or such earlier date as the Issuer
determines as notified on or around such earlier date by
publication (i) on the website of the Luxembourg Stock
Exchange (“www.bourse.lu”) or (ii) on the website of the
Distributor
by
loading
the
following
link
http://www.kempen.nl (the “Offer End Date”).
A description of the possibility to reduce subscriptions
and the manner for refunding excess amount paid by
applicants:
Not Applicable.
Details of the minimum and/or maximum amount of
application:
Minimum subscription amount per investor: EUR 1,000.
Maximum
subscription
EUR 50,000,000.
amount
per
investor:
Method and time limits for paying up the Certificates and
for delivery of the Certificates:
The Certificates are cleared through the clearing systems
and are due to be delivered on or about 28 February 2008.
Manner and date in which results of the offer are to be
made public:
Publication (i) on the website of the Luxembourg Stock
Exchange (“www.bourse.lu”) or (ii) on the website of the
Distributor
by
loading
the
following
link
http://www.kempen.nl, in each case on or around 28
February 2008.
Categories of potential investors to which the Certificates
are offered:
Retail, private and institutional investors.
Process for notification to applicants of the amount
allotted and indication whether dealing may begin before
notification is made:
In the case of oversubscription, allotted amounts will be
notified to applicants by (i) way of a publication on the
website of the Luxembourg Stock Exchange
(“www.bourse.lu”) or (ii) on the website of the
Distributor
by
loading
the
following
link
http://www.kempen.nl on or around 28 February 2008.
No dealing in the Certificates may be before any such
notification is made.
In all other cases, allotted amounts will be equal to the
amount of the application, and no further notification
shall be made.
In all cases, no dealing in the Certificates may begin prior
to the Issue Date.
11
XS0342882080
9.
Placing and Underwriting
Name and address of the co-ordinator(s) of the global
offer and of single parts of the offer:
Kempen & Co N.V.,
Beethovenstraat 300
1077 WZ Amsterdam
Postbus 75666
1070 AR Amsterdam
The Netherlands.
Name and address of any paying agents and depository
agents in each country (in addition to the Principal Paying
Agent):
BNP Paribas Securities Services
c/o BNP Paribas Amsterdam Branch
Herengracht 477
1017 BS Amsterdam
The Netherlands.
10.
Entities agreeing to underwrite the issue on a firm
commitment basis, and entities agreeing to place the issue
without a firm commitment or under “best efforts”
arrangements:
Not Applicable.
When the underwriting agreement has been or will be
reached:
Not Applicable.
Yield
Not Applicable
Other Information
Name of the issuer of the underlying securities:
See table in § 22 Part A.
ISIN Code of the underlying securities:
See table in § 22 Part A
12
XS0342882080
Place where information relating
underlying securities can be obtained:
to
the
www.aegon.com
www.barclays.com
www.danskebank.dk
www.dexia.com
www.ing.com
www.sampo.fi/english
www.swedbank.com
www.ir.socgen.com
www.ubs.com
www.unicredit.it
Past and future performances as well as volatility of each
Share are available on the relevant Bloomberg page as per
table table in § 22 Part A.
Post-Issuance information:
The Issuer does not intend to provide Post-Issuance
information.
13