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Marketing Document For advised sales only NOVEMBER 2018 GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 Gain exposure to a broadly diversified investment universe of higher yielding fixed income securities, through three large mutual funds: Templeton Emerging Markets Bond A Fund, Jupiter Dynamic Bond L Fund and PIMCO GIS Income Fund E

GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

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Page 1: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

Marketing Document For advised sales only

NOVEMBER 2018

GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 Gain exposure to a broadly diversified investment universe of higher yielding fixed income securities, through three large mutual funds: Templeton Emerging Markets Bond A Fund, Jupiter Dynamic Bond L Fund and PIMCO GIS Income Fund E

Page 2: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

2

ABOUT CTF INVESTMENTSTM

Introducing BNP Paribas’ product range - Committed to The Future (CTF) Investments. The objective of this product range is to provide a competitive offering of structured products to the offshore advisory market. These investments have been designed to meet Old Mutual International acceptability criteria and are available via Old Mutual International portfolio bonds.

Both BNP Paribas, as manufacturer, and Old Mutual International, as distributor, have made a commitment to reduce the costs involved in the creation and distribution of the CTF INVESTMENTSTM range of products.

Investors can access CTF INVESTMENTSTM with the help of a financial advisor through Old Mutual International portfolio bonds. Investors will own the Old Mutual International portfolio bond and its value will be linked to the assets held within the bond, chosen by the investor but owned by Old Mutual International.

This brochure contains key details of how the Global Protected Bond Funds Certificate 2 works. This brochure should be read in conjunction with the Base Prospectus and associated Supplements for Certificates issued under the BNP Paribas Issuance B.V. Note, Warrant and Certificate Programme dated 5 June 2018 as supplemented from time to time, and the Key Information Document available at the following respective websites: https://ratesglobalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx https://ctf-investments.com/

Page 3: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

IMPORTANT TERMS

3

Annualised Return - the return earned in a year after accounting for the effects of compounding.

Capital Protection – protection of the Initial investment, set at 100%.

Certificate – this investment is a Certificate. A Certificate is effectively a loan from an investor who holds the Certificate to the issuer of the Certificate (in this case BNP Paribas Issuance B.V). The Issuer agrees to pay the investor a return, if applicable, as described in the documentation of the Certificate. The exception to this is if the Issuer and Guarantor default and are unable to make these payments to the investor. In this case, the investor could lose some or all of their investment in the Certificate.

Distribution Fee – the amount of the Initial Investment that is payable to a third party. See page 9 for more information.

Final Valuation Date – the date on which the Fund Basket Final Level is recorded. See page 9 for dates.

Fund Basket – Templeton Emerging Markets Bond A Fund (Bloomberg Code: TEMEMAU LX), Jupiter Dynamic Bond L Fund (Bloomberg Code: JUPLUSD LX), PIMCO GIS Income Fund E (Bloomberg Code: PIMINEA ID).

Fund Basket Initial Level – the average of the official closing level of the mutual funds comprised in the Fund Basket on the Start Date.

Fund Basket Level – the average of the official closing level of the mutual funds comprised in the Fund Basket on any day during the Certificate term.

Fund Basket Performance – the percentage change from the Fund Basket Initial Level to the Fund Basket Level.

Guarantor – BNP Paribas

Initial Investment – the total amount invested into this product before deduction of the Distribution Fee.

Issuer – BNP Paribas Issuance B.V.

Maturity Date – the date on which any proceeds that are due from the investment are payable. See page 9 for dates.

Participation Rate – the percentage of the Fund basket Performance after deduction of the Protection Fee that is payable on the Maturity Date.

Protected Fund Basket Level – the Fund Basket Level calculated by increasing the Fund Basket Initial Level by the Protected Fund Basket Performance on any day

Protected Fund Basket Performance – the Fund Basket Performance after a daily deduction of a Protection Fee of 1.25% per annum.

Protection Fee – the 1.25% p.a. fee deducted from the Basket Performance daily in order to protect the Initial Investment.

Start Date – the date on which the Fund Basket Initial Level is recorded and on which both Participation Rate and Protection Fee are determined. See page 9 for dates.

Page 4: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer) and guaranteed by BNP Paribas (the Guarantor). It offers:

Exposure to the performance of an equally weighted basket of three large mutual funds (the Fund Basket): Templeton Emerging Markets Bond A Fund, Jupiter Dynamic Bond L Fund and PIMCO GIS Income Fund E. The funds comprise global higher yielding bonds, including corporate and government bonds and other fixed income securities.

Full capital protection of the Initial Investment at maturity, paid for by the deduction of a Protection Fee of 1.25% per annum on the Fund Basket Performance every day.

At maturity:

1. If the Protected Fund Basket Performance is negative, payment of 100% of the Initial Investment (full capital protection feature);

2. If the Protected Fund Basket Performance is neutral or positive, repayment of the Initial Investment plus an amount equal to at least 100% (the Participation Rate) of the growth in the Protected Fund Basket Performance from the Start Date to the Final Valuation Date;

3. The Participation Rate will be fixed on the Start Date and will not be less than 100%. The Protection Fee will also be fixed on the Start Date and not higher than 1.25% per annum deducted daily from the Fund Basket Performance.

There is a risk of partial or total loss of the Initial Investment and any potential payment due in the event of bankruptcy or payment default by the Issuer and the Guarantor.

4

PRODUCT AT A GLANCE A quick overview

Is the Certificate right for investors?

would like to benefit from growing opportunities in debt markets worldwide;

accept the risk that they may not receive any return on their investment;

do not need access to their money during the investment term;

do not need a regular income from their investment;

are comfortable with the risks associated with this Certificate;

are comfortable with the credit risk of the Issuer and Guarantor;

want to make an investment in USD;

understand how the Certificate works.

are not comfortable with the investment strategy of the Fund Basket or think the Protected Fund Basket Performance may fall over the investment term;

require a guaranteed return from their investments;

need access to their money during the investment term;

want a regular income from their investment;

are not comfortable with the risks associated with this Certificate;

do not wish to be exposed to the credit risk of the Issuer and the Guarantor;

do not want to make an investment in USD;

do not understand how the Certificate works.

May be right for investors who: May not be right for investors who:

An investment in the Certificate may expose investors to risks which are different to those normally associated with investment in traditional asset classes. Please see a summary of risk factors on page 8. Investors should consult their own professional advisors prior to making a decision to invest in the Certificate.

Page 5: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

The possibility for a return on the Certificate at maturity is dependent on the Fund Basket Performance, calculated as the average of the 3 performances, over the investment term, of the mutual funds below:

Templeton Emerging Markets Bond A FundMorningstar Rating® The Fund aims to maximise total investment return, consisting of a combination of interest income, capital appreciation and currency gains by investing principally in a portfolio of fixed and floating rate debt securities and debt obligations issued by government and government - related issuers or corporate entities located in developing or emerging market countries.

Jupiter Dynamic Bond L FundMorningstar Rating®

The investment objective of the Fund is to achieve a high income with the prospect of capital growth from a portfolio of investments in global fixed interest securities. The Fund will invest primarily in higher yielding assets including high yield bonds, investment grade bonds, government bonds, preference shares, convertible bonds and other bonds.

PIMCO GIS Income Fund E Morningstar Rating®

The primary investment objective of the Fund is to seek high current income, consistent with prudent investment management, under the principle of diversification across a broad range of global fixed income securities.

The Fund Basket composition

INFORMATION ON THE FUND BASKET

5

Please note that the payoff of the Certificate is linked to the Protected Fund Basket Performance. Source: Bloomberg, BNP Paribas, 7 November 2018. Past performance is not indicative of future performance..

Fund

Bas

ket P

erfo

rman

ce a

s a %

of i

ts

Initi

al L

evel

on

7 N

ovem

ber 2

013

Source: Morningstar, Bloomberg, 21 September 2018.

Historical Performance The following chart provides a comparison, over the last five years, between the Fund Basket Performance and the Fund Basket Performance after the daily deduction of the Protection Fee of 1.25% per annum (i.e. Protected Fund Basket Performance).

90%

95%

100%

105%

110%

115%

120%

125%

130%Fund Basket Performance

Protected Fund Basket Performance

Page 6: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

6

HOW IS THE INVESTMENT RETURN CALCULATED?

On the Final Valuation Date, the Protected Fund Basket Performance is calculated:

If the Protected Fund Basket Performance is neutral or negative, the Initial Investment is repaid in full to Certificate holders on the Maturity Date;

Otherwise, if the Protected Fund Basket Performance is positive, the Initial Investment, plus an amount equal to at least 100% of the Fund Basket Performance after deduction of the Protection Fee, is paid to Certificate holders on the Maturity Date.

Calculating the amount payable at maturity

Sample calculations

Example Initial Investment (100%)

Protected Fund Basket Performance

100% Participation Rate x Protected

Fund Basket Performance

% Initial Investment payable at maturity

Amount payable

at maturity

Annualised Return

1 USD 1,000 +62% 62% 162% USD 1,620 10.13%

2 USD 1,000 +28% 28% 128% USD 1,280 5.06%

3 USD 1,000 0% 0% 100.00% USD 1,000.00 0.00%

4 USD 1,000 -5% -5% 100.00% USD 1,000 0.00%

5 USD 1,000 -43% -43% 100.00% USD 1,000 0.00%

6 USD 1,000 -72% -72% 100.00% USD 1,000 0.00%

Source: BNP Paribas. The above sample calculations assume no bankruptcy or payment default by the Issuer and Guarantor and use an indicative Participation Rate of 100% and Protection Fee of 1.25% per annum. Sample calculations are for illustrative purposes only and are not indicative of future performance. Annualised Return calculated on an IRR basis (Internal Rate of Return).

Page 7: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

MARKET SCENARIOS

Protected Fund Basket Final Level

100% of the Protected Fund Basket Performance

100% Initial Investment LEGEND

Protected Fund Basket level during Certificate term

On the Final Valuation Date, the Protected Fund Basket Performance is 50% (after daily deduction of the Protection fee of 1.25% p.a.)

The Certificate pays 100% of the Initial Investment + 100% of the

Protected Fund Basket Performance (100% x 50%) = 150% on the Maturity Date

Positive scenario

Investors receive an annualised return of 8.45%

On the Final Valuation Date, the Protected Fund Basket Performance is 0% (after daily deduction of the Protection fee of 1.25% p.a.)

The Certificate pays 100% of the Initial Investment + 100% of the

Fund Basket Performance after deduction of the Protection Fee (100% x 0.00%) = 100% on the Maturity Date

Neutral scenario

Investors receive an annualised return of 0.00%

On the Final Valuation Date, the Protected Fund Basket Performance is –55%.

The Certificate pays 100% of the Initial Investment on the Maturity

Date

Negative scenario

Investors receive an annualised return of 0.00%

Source: BNP Paribas. The above scenarios assume no bankruptcy or payment default by the Issuer and Guarantor and use an indicative Participation Rate of 100% and Protection Fee of 1.25% per annum. Scenarios are for illustrative purposes only and are not indicative of future performance. Annualised Return calculated on

an IRR basis (Internal Rate of Return).

100%

100%

Payment on Maturity Date of 100% of the Initial Investment + 50%

Year

150%

100%

100%

Payment on Maturity Date of 100% of the Initial Investment

Year

45%

100%

100%

Payment on Maturity Date of 100% of the Initial Investment

100%

7

Protected Fund Basket Level

Protected Fund Basket Level

Protected Fund Basket Level

4 3 1 2

Year

50%

5

4 3 1 2 5

4 3 1 2 5

Page 8: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

Exposure to a basket of mutual funds which have a long track record in the bond market and are managed by fund managers who have significant experience.

Potential for a return at maturity, which will be at least 100% of any positive Fund Basket Performance after daily deduction of the Protection Fee of 1.25% p.a.

Even if the Funds Basket performs poorly over the term of the Certificate, the Initial Investment will be repaid in full at maturity.

Benefits

BENEFITS & RISKS OF INVESTING

Risk of partial or total loss of Initial Investment in the case of bankruptcy or payment default by the Issuer and Guarantor.

Exiting the investment before the Maturity Date may result in a loss to the investor on their Initial Investment. The value of the Certificate changes not only according to the performance of the Index, but also according to other market parameters such as FX rates, interest rates and the credit worthiness of the Issuer and Guarantor.

Certificates are not listed on any exchange. BNP Paribas may (but is under no obligation to) provide a bid price, upon request, on the Certificates on a reasonable efforts basis subject to normal market conditions.

Investors are not investing directly in the fixed income securities that make up each mutual fund and will not receive any coupons.

Tax treatment may change during the term of the investment, which may affect the tax treatment of any return investors receive.

The Subscription Period may be shortened or the offer may be withdrawn if Old Mutual International or BNP Paribas determine that the market conditions make a successful completion of the offer more difficult. If an application to invest or monies are received after the Certificate is closed to subscriptions, investors will be informed and their contribution will be returned to them.

Key Risks

For a more comprehensive disclosure and more detailed information of the risks attached to the Certificates, please refer to the Issuer’s Base Prospectus and associated Supplements available at: https://rates-globalmarkets.bnpparibas.com/gm/public/legaldocs.aspx; and the Final Terms or Pricing Supplement for the Certificate, available on request from Old Mutual International or available to financial advisers at www.ctf-investment.com.

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Page 9: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

9

INDICATIVE SUMMARY OF TERMS & CONDITIONS

Issue type Certificate

ISIN Code XS1859580513

Issuer BNP Paribas Issuance B.V. (rated A by Standard & Poor's, as at 7/11/2018)

Guarantor BNP Paribas (rated A (Standard & Poor’s), Aa3 (Moody’s), A+ (Fitch), as at 7/11/2018)

Listing This Certificate will not be listed on any exchange

Subscription Period 12 November 2018 – 18 December 2018 Subscription Period may end early if the Certificate is oversubscribed.

Investment Term 5 years

Start Date 21 December 2018

Final Valuation Date 21 December 2023

Maturity Date 28 December 2023

Fund Basket

Templeton Emerging Markets Bond A Fund (Bloomberg Code: TEMEMAU LX Equity), Jupiter Dynamic Bond L Fund (Bloomberg Code: JUPLUSD LX Equity), PIMCO GIS Income Fund E (Bloomberg Code: PIMINEA ID Equity)

Participation Rate To be fixed on the Start Date and will not be less than 100%

Protection Fee To be fixed on the Start Date and will not be higher than 1.25% p.a.

Currency USD

Initial Investment USD 1,000 (1 Certificate)

Capital Protection Yes

Distribution Fee

A maximum fee equivalent to 1.00% for each year of the Investment Term of an investor’s Initial Investment is payable by BNP Paribas to Old Mutual International, of which Old Mutual International will pay equivalent to 0.80% for each year to a third party financial advisor. Details of this third party payment available on request from Old Mutual International.

Any complaint regarding the conduct of the person advising on or selling the product can be submitted directly to that person. Any complaint regarding the product can be submitted by writing to the following address: BNP Paribas CLM Regulations - Complaints Management, 10 Harewood Avenue, LONDON NW1 6AA, UK, by sending an e-mail to [email protected], or by using the online form available at the following website https://kid.bnpparibas.com/cib.

How can investors complain?

Page 10: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

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DISCLAIMERS

Legal Notice: This document/communication may contain "Research" as defined under MiFID II unbundling rules; any such Research is intended either (i) for those firms who are in scope of the MiFID II unbundling rules and have signed up to a BNP Paribas Global Markets Research package, or (ii) for firms that are out of scope of the MiFID II unbundling rules and therefore are not required to pay for Research under MiFID II. Please note that it is your firm's responsibility to ensure that you do not view or use any Research in this document if your firm has not signed up to a BNP Paribas Global Markets Research package, unless your firm is out of scope of the MiFID II unbundling rules. This document may also be regarded as a minor non-monetary benefit (MNMB) and it is your firm's responsibility to consider its own regulatory obligations in relation to inducements and accepting MNMBs. This document is CONFIDENTIAL AND FOR DISCUSSION PURPOSES ONLY. This document does not constitute an offer or a solicitation to engage in any trading strategy or to purchase or sell any financial instruments. Given its general nature, the information included in this document does not contain all the elements that may be relevant for a recipient to make an informed decision in relation to any strategies or financial products discussed herein. The information contained in this document has been obtained from sources believed to be reliable, but BNP Paribas makes no representation, express or implied, that such information, or any opinions based thereon and contained in this document, are accurate or complete. Other financial institutions or persons may have different opinions or draw different conclusions from the same facts or ideas analysed in this document. Any scenarios, assumptions, historical or simulated performances, indicative prices or examples of potential transactions or returns are included for illustrative purposes only, and BNPP gives no assurance that any favourable scenarios described are likely to happen, nor that it is possible to trade on the terms described herein or that any of the potential returns illustrated can be achieved. BNPP is further under no obligation to update or keep current the information contained in this document. BNPP has used historical information in order to provide an illustration of how certain parameters may have performed over a defined period. This document also contains certain performance data based on back-testing, i.e., calculations of the hypothetical performance of a strategy, index or asset as if it had actually existed during a defined period of time and may in certain circumstances contain simulated performance information where the index or asset described has recently been established or issued. The scenarios, simulations, development expectations and forecasts contained in this document are for illustrative purposes only. This type of information has inherent limitations which you must consider carefully. While the information has been prepared in good faith in accordance with BNPP's own internal models and other relevant sources, an analysis based on different models or assumptions may yield different results. Therefore, this analysis may vary significantly from an analysis obtained from other sources or market participants. Further, please note that such analysis is based on a number of working assumptions that may not be capable of duplication in actual trading terms. Unlike actual performance records, hypothetical or simulated performances, returns or scenarios may not necessarily reflect certain market factors such as liquidity constraints, fees and transaction costs. Actual historical or backtested past performance and forecasts are not reliable indicators of future performance. This document contains only a summary description of the main features of certain Notes, Warrants or Certificates (the “Securities”). A proposed investment in the Securities cannot be fully assessed without full knowledge and understanding of the relevant Final Terms and the Terms and Conditions contained in the relevant Base Prospectus for such Securities (as supplemented from time to time), which is publicly available on the website of the Autorité des marchés financiers (the "AMF") in France (www.amf-france.org). A proposed investment in the Securities cannot be fully assessed without full knowledge and understanding of the relevant Final Terms and the Terms and Conditions contained in the relevant Base Prospectus for such Securities (as supplemented from time to time), which is available from BNPP. In particular, potential investors should carefully read the section headed “Risk Factors” for a full description of the potential risks associated with the Securities and the section entitled “Offering and Sale” for certain limitations on the purchase and onward sales of the Securities. The Securities are structured to provide capital protection at maturity. This applies to the nominal value of the Securities only, providing the Securities are held until maturity. If the Securities are not held until maturity then this protection does not apply, and investors should be aware that there is risk of partial or total loss of the invested capital. Capital protection is designed to protect the investor from certain market risks, but not counterparty risk. The investor is still exposed to the risk of counterparties entering insolvency or defaulting on their obligations. Capital protection is provided by BNP Paribas Issuance BV (“IBV”), as issuer of the Securities. As IBV’s payment obligations under the Securities are guaranteed by BNPP, an investment in the Securities is subject to the credit risk of the BNPP Group.

Page 11: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)

In providing this document, BNPP gives no financial, legal, tax or any other type of advice to, nor has any fiduciary duties towards, recipients. Certain strategies and/or potential transactions discussed in this document involve the use of derivatives, which may be complex in nature and may give rise to substantial risks, including the risk of partial loss of any investment. BNPP makes no representation as to whether any of the strategies or transactions discussed herein may be suitable for investors’ financial needs, circumstances or requirements. Investors must make their own assessment of the strategies and/or potential transactions, using such professional advisors as they may require. BNPP accepts no liability for any direct or consequential losses arising from any action taken in connection with or reliance on the information contained in this document. As an investment bank with a wide range of activities, BNPP may face conflicts of interest, which are resolved under legal provisions and internal guidelines. You should be aware, however, that BNPP may engage in transactions in a manner inconsistent with the views expressed in this document, either for its own account or for the account of its clients. Laws and regulations of countries may restrict the distribution of this document. Persons in possession of this document should inform themselves about possible legal restrictions and observe them accordingly. Any investment to which this document relates is only available to such persons as this document may be lawfully distributed and other classes of persons should not rely on this document. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. BNP Paribas London Branch (registered office: 10 Harewood Avenue, London NW1 6AA; tel: +44 20 7595 2000; fax: +44 20 7595 2555) is lead supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR). BNP Paribas London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request. BNP Paribas London Branch is registered in England and Wales under no. FC13447. www.bnpparibas.com CTF INVESTMENTS and the three triangles is a trade mark of BNP Paribas.

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Page 12: GLOBAL PROTECTED BOND FUNDS CERTIFICATE 2 · The Global Protected Bond Funds Certificate 2 (the Certificate) is a five year Certificate issued by BNP Paribas Issuance B.V. (the Issuer)